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Decisions taken by the Annual General Meeting and the organizing meeting of the Board of Directors of Suominen Corporation

Helsinki, Finland, 2014-03-26 16:00 CET (GLOBE NEWSWIRE) -- Suominen Corporation Stock Exchange Release 26 March 2014 at 17:00 (EET)

DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING AND THE ORGANIZING MEETING OF THE BOARD OF DIRECTORS OF SUOMINEN CORPORATION

The Annual General Meeting (AGM) of Suominen Corporation was held today on 26 March 2014 in Helsinki, Finland.

Adoption of the financial statements and the consolidated financial statements for the year 2013

The AGM adopted the financial statements and the consolidated financial statements for the financial year 2013.

Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The AGM decided, in accordance with the proposal by the Board of Directors that no dividend shall be paid for the financial year 2013.

Resolution on the discharge of the members of the Board of Directors and the CEO from liability

The AGM decided to discharge the members of the Board of Directors and the CEO from liability for the financial year 2013.

Resolution on the remuneration of the members of the Board of Directors

The AGM decided that the remuneration payable to the members of the Board remains unchanged and is as follows: the Chairman will be paid an annual fee of EUR 50,000, Vice Chairman of the Board an annual fee of EUR 37,500 and other Board members an annual fee of EUR 28,000. Further, the members of the Board will receive a fee of EUR 500 for each meeting held in the home country of respective member and a fee of EUR 1,000 per each meeting held elsewhere than in home country of respective member. 60 % of the annual remuneration is paid in cash and 40 % in Suominen Corporation’s shares.

The number of shares forming the above remuneration portion which is payable in shares will be determined based on the share value in the stock exchange trading maintained by NASDAQ OMX Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one month period immediately following the date on which the interim report of January-March 2014 of the company is published. The shares will be given out of the own shares held by the company by the decision of the Board of Directors by 6 June 2014 at the latest.

Compensation for expenses is paid in accordance with the company's valid travel policy.

The decision was in accordance with the proposals submitted by the Shareholders’ Nomination Board.

Resolution on the number of members of the Board of Directors

The AGM decided that the number of board members remains unchanged and is five (5).

The decision was in accordance with the proposals by the Shareholders’ Nomination Board.

Election of members of the Board of Directors

Mr Risto Anttonen, Mr Jorma Eloranta, Ms Suvi Hintsanen and Mr Hannu Kasurinen were re-elected as members of the Board of Directors. In addition Ms. Jaana Tuominen was eleceted as a new member of the Board of Directors. Ms Tuominen has acted as the CEO of Paulig Group since 2008. Additionally, she is a member of the Board of Directors of Rautaruukki Corporation and a member of the Board of Directors in Finnish Food and Beverage Industries’ Federation. Ms Tuominen, M Sc (Chemical Engineering), was born in 1960 and she is a Finnish citizen.

The decision was in accordance with the proposals by the Shareholders’ Nomination Board.

Resolution on the remuneration of the auditor

The AGM decided that the auditor's fee would be paid according to the invoice accepted by the Company.

The decision was in accordance with the recommendation by the Audit Committee and the proposal of the Board of Directors.

Election of auditor

PricewaterhouseCoopers Oy, Authorised Public Accountants, were re-elected for the next term of office in accordance with the Articles of Association. PricewaterhouseCoopers Oy has announced that it will appoint Mr Heikki Lassila, APA, as the principally responsible auditor of the company.

The decision was in accordance with the recommendation by the Audit Committee and the proposal of the Board of Directors.

Authorizing the Board of Directors to decide on the repurchase of the company's own shares

The AGM authorized the Board of Directors to decide on the repurchase of the company’s own shares on the following terms and conditions:

1. Maximum number of shares to be repurchased

By virtue of authorization, the Board of Directors is entitled to decide on repurchasing a maximum of 3,000,000 company’s own shares.

2. Directed repurchase and consideration to be paid for shares

The company’s own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the non-restricted equity through trading on regulated market organized by NASDAQ OMX Helsinki Ltd at the market price prevailing at the time of acquisition.

The shares shall be repurchased and paid in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.

3. Holding, cancelling and conveying of shares

The shares shall be repurchased to be used in company’s share-based incentive programs, in order to disburse the remuneration of the members of the Board of Directors, for use as consideration in acquisitions related to the company’s business, or to be held by the company, to be conveyed by other means or to be cancelled.

4. Other terms and validity

The Board of Directors shall decide on other terms and conditions related to the repurchase of the company’s own shares.

The repurchase authorization shall be valid until 30 June 2015.

Authorizing the Board of Directors to decide on the share issue and granting of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act

The AGM authorized the Board of Directors to decide on:

(i) issuing new shares and/or
(ii) conveying the company’s own shares held by the company and/or
(iii) granting options and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act on the following terms and conditions:

1. Right to shares

New shares may be issued and the company’s own shares may be conveyed

- to the company’s shareholders in proportion to their current shareholdings in the company; or
- by waiving the shareholder’s pre-emption right, through a directed share issue if the company has a weighty financial reason to do so, such as using the shares as consideration in possible acquisitions or other arrangements related to the company’s business, as financing for investments, using the shares as part of the company’s incentive program or using the shares for disbursing the portion of the Board members’ remuneration that is to be paid in shares.

The new shares may also be issued in a Free Share Issue to the company itself.

2. Share issue against payment and for free

New shares may be issued and the company’s own shares held by the company may be conveyed either against payment (“Share Issue Against Payment”) or for free (“Free Share Issue”). A directed share issue may be a Free Share Issue only if there is an especially weighty financial reason both for the company and with regard to the interests of all shareholders in the company.

3. Maximum number of shares

New shares may be issued and/or company’s own shares held by the company or its group company may be conveyed at the maximum amount of 25,000,000 shares in aggregate.

4. Granting of options and other special rights

The Board of Directors may grant options and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive against payment new shares or own shares held by the company. The right may also be granted to the company’s creditor in such a manner that the right is granted on condition that the creditor’s receivable is used to set off the subscription price (“Convertible Bond”). However, options and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act cannot be granted as part of the company’s remuneration plan.

The maximum number of new shares that may be subscribed and own shares held by the company that may be conveyed by virtue of the options and other special rights granted by the company is 25,000,000 shares in total which number is included in the maximum number stated in section 3.

5. Recording of the subscription price

The subscription price of the new shares and the consideration payable for the company’s own shares shall be recorded under the invested non-restricted equity fund.

6. Other terms and validity

The authorizations shall revoke the authorizations decided by the Annual General Meeting on 26 March 2013 regarding share issue and issuance of special rights entitling to shares, but the authorizations shall not revoke the authorization decided by the Extraordinary General Meeting on 31 January 2014 regarding granting of stock options and other special rights entitling to shares.

The Board of Directors shall decide on all other terms and conditions related to the authorizations.

The authorizations shall be valid until 30 June 2017.

Organizing meeting of the Board of Directors

In its organizing meeting held after the AGM, the Board of Directors elected, in accordance with the recommendation by the Shareholders’ Nomination Board, from among its members Mr. Jorma Eloranta as Chairman of the Board and Mr. Risto Anttonen as Vice Chairman of the Board.

The Board of Directors decided that the Remuneration Committee shall be altered to Personnel and Remuneration Committee. The Board of Directors elected from among its members the members for the Audit Committee and Personnel and Remuneration Committee. Mr. Hannu Kasurinen was elected as the Chairman of the Audit Committee and Ms. Suvi Hintsanen and Ms. Jaana Tuominen as the members. Mr. Jorma Eloranta was elected as the Chairman of the Personnel and Remuneration Committee and Risto Anttonen as the member.

SUOMINEN CORPORATION
Board of Directors

For further information, please contact:
Nina Kopola, President & CEO, tel. +358 10 214 300

Suominen in brief

Suominen supplies its industrial and retail customers with nonwovens and flexible packaging for use in consumer products worldwide. Suominen is the global market leader in nonwovens for wipes. The company employs more than 1,000 people in Europe and in the United States. Suominen’s net sales in 2013 amounted to MEUR 433.1 and operating profit excluding non-recurring items was MEUR 18.3 (continuing operations). The Suominen share (SUY1V) is listed in NASDAQ OMX Helsinki Stock Exchange. Read more at www.suominen.fi.