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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, 2015-03-19 13:15 CET (GLOBE NEWSWIRE) -- Suominen Corporation   Stock Exchange Release  19 March 2015 at 14:15 (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 19 March 2015 in Helsinki, Finland.

Adoption of the financial statements and the consolidated financial statements for the year 2014

The AGM adopted the financial statements and the consolidated financial statements for the financial year 2014.

Resolutions on the use of the profit shown on the balance sheet, the payment of dividend and covering losses from the invested non-restricted equity fund

The AGM decided that funds shall be distributed from the invested non-restricted equity fund in the amount of EUR 0.01 per share. The date of record for the distribution of the funds is 23 March 2015 and the funds shall be paid on 30 March 2015.

Further, the AGM decided that no dividend shall be paid for the financial year 2014 due to negative retained earnings. The parent company’s loss for the financial period, EUR -9,618,929.34, and the losses from the previous financial periods, EUR -17,828,766.04, will be covered from the invested non-restricted equity fund.

The decisions were in accordance with the proposal by the Board of Directors.

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

The AGM decided to discharge the members of the Board of Directors and the President & CEO from liability for the financial year 2014.

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 Chair will be paid an annual fee of EUR 50,000, Deputy Chair 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 2015 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 2015 at the latest.

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

The decision was in accordance with the proposal 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 increases from five (5) to six (6). The decision was in accordance with the proposal by the Shareholders’ Nomination Board.

Election of members of the Board of Directors

Mr. Risto Anttonen, Mr. Jorma Eloranta, Mr. Hannu Kasurinen and Ms. Jaana Tuominen were re-elected as members of the Board of Directors. In addition, Mr. Andreas Ahlström and Ms. Laura Raitio were elected as new members of the Board of Directors. The decision was in accordance with the proposal by the Shareholders’ Nomination Board.

Mr. Ahlström has acted as Investment Manager at Ahlström Capital Oy since 2009. Additionally, he is currently a Chair of the Board of Directors at Frangible Safety Posts and a member of the Board of Directors of Ripasso Energy and Scandinavian Biogas. Mr. Ahlström, M. Sc. (Economics and Administration), was born in 1976 and he is Finnish citizen.

Ms. Laura Raitio has acted as CEO of Diacor terveyspalvelut Oy since 2014 and prior to that in several leadership and managerial positions in Ahlstrom Group since 1990. Ms. Raitio is a member of the Board of Directors of Neste Oil and Terveyspalvelualojen liitto ry (in Confederation of Finnish Industries EK). Ms. Raitio, M. Sc. and Lic. Tech. (forest products technology), was born in 1962 and she is Finnish citizen.

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 proposal of the Board of Directors and the recommendation by the Audit Committee.

Election of auditor

Ernst & Young Oy, Authorised Public Accountants, were elected as the auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy has announced that it will appoint Kristina Sandin, Authorised Public Accountant, as the principally responsible auditor of the company. The decision was in accordance with the proposal of the Board of Directors and the recommendation by the Audit Committee.

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 2,000,000 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 2016.

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 Chair of the Board and Mr. Risto Anttonen as Deputy Chair of the Board.

The Board of Directors elected from among its members the members for the Audit Committee and Personnel and Remuneration Committee. Mr. Hannu Kasurinen was re-elected as the Chair of the Audit Committee and Mr. Andreas Ahlström and Ms. Laura Raitio were elected as members. Mr. Jorma Eloranta was elected as the Chair of the Personnel and Remuneration Committee and Mr. Risto Anttonen and Ms. Jaana Tuominen were elected as members.


SUOMINEN CORPORATION
Board of Directors


Suominen in brief

Suominen manufactures nonwovens as roll goods for wipes as well as for medical and hygiene products. The end products made of Suominen’s nonwovens – wet wipes, feminine care products and swabs, for instance - bring added value to the daily life of consumers worldwide. Suominen is the global market leader in nonwovens for wipes and employs approximately 600 people in Europe and in the Americas. Suominen’s net sales in 2014 amounted to MEUR 401.8 and operating profit excluding non-recurring items to MEUR 26.9 (continuing operations). The Suominen share (SUY1V) is listed in NASDAQ OMX Helsinki Stock Exchange. Read more at www.suominen.fi.


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