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Supplemented proposal for the Annual General Meeting by the Board of Directors of Suominen Corporation

Helsinki, Finland, 2016-03-16 08:15 CET (GLOBE NEWSWIRE) -- Suominen Corporation Stock Exchange Release 16 March 2016 at 9:15 (EET)

The Board of Directors of Suominen Corporation has proposed to the Annual General Meeting, to be held on 16 March 2016, that the article 4 of the Articles of Association would be amended. The Board has resolved to supplement its proposal so that if during the term the Chair of the Board resigns or is permanently unable to perform his/her duties as the Chair of the Board, the Board of Directors may appoint a new Chair of the Board from among its members for the remaining term. In addition, the Board proposes that a corresponding technical addition would be made to the article 13 of the articles of association.

The supplemented proposal by the Board of Directors to the general meeting pursuant to the item 15 of the notice to the Annual General Meeting reads as follows:

15. Amendment of the Articles of Association

The Board of Directors proposes to the General Meeting that the Company’s Articles of Association would be amended so that the limitation regarding Board members age shall be removed from article 4 of the Articles of Association and that in the future the Chairman of the Board of Directors is elected by the General Meeting instead of the Board of Directors. If during the term the Chair of the Board resigns or is permanently unable to perform his/her duties as the Chair of the Board, the Board of Directors may appoint a new Chair of the Board from among its members for the remaining term.

In addition, the Board proposes that a corresponding technical addition would be made to the article 13 of the Articles of Association.

The purpose of the changes is that in future, the General Meeting elects the Chair of the Board of Directors and that the ability of the General Meeting to elect as competent Board of Directors as possible is not restricted and to clarify the Board’s continuation of work in a situation when the Chair of the Board of Directors resigns or is permanently unable to perform his/her duties as the Chair of the Board

Currently the article 4 of the Articles of Association reads as follows:

4 §
Board of Directors

The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members elected by the General Meeting of Shareholders.

The term of the members of the Board of Directors expires at the end of the first Annual General Meeting of Shareholders following his/her election.

No person who has turned 70 years of age can be elected member of the Board of Directors.

The Board of Directors elects from among its members a Chair and a Deputy Chair of the Board of Directors.

After the amendment, the article 4 of the Articles of Association would read as follows:

4 §
Board of Directors

The Chair of the Board of Directors and the members of the Board of Directors are elected by the General Meeting. The Board of Directors elects from among its members the Deputy Chair of the Board of Directors. If during the term the Chair of the Board resigns or is permanently unable to perform his/her duties as the Chair of the Board, the Board of Directors may appoint a new Chair of the Board from among its members for the remaining term.

The term of the members of the Board of Directors expires at the end of the first Annual General Meeting of Shareholders following his/her election.

Currently the article 13 of the Articles of Association reads as follows:

13 §
Matters to be addressed in the Annual General Meeting of Shareholders

The Annual General Meeting shall:

receive:
1. the Financial Statements consisting of Consolidated Financial Statements and the Report of the Board of Directors;
2. the Auditors’ Report;

decide on:
3. the adoption of the Financial Statements and Consolidated Financial Statements;
4. the disposal of the profit shown on the balance sheet;
5. the discharge from liability for the members of the Board of Directors and the Managing Director;
6. the remuneration of the members of the Board of Directors and the auditor;
7. the number of members of the Board of Directors;

elect:
8. the members of the Board of Directors and
9. the auditor.

After the amendment, the article 13 of the Articles of Association would read as follows:

13 §
Matters to be addressed in the Annual General Meeting of Shareholders

The Annual General Meeting shall:

receive:
1. the Financial Statements consisting of Consolidated Financial Statements and the Report of the Board of Directors;
2. the Auditors’ Report;

elect:
8. the members of the Board of Directors and the Chair of the Board of Directors and
9. the auditor.

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 over 600 people in Europe and in the Americas. Suominen’s net sales in 2015 amounted to EUR 444.0 million and operating profit excluding non-recurring items to EUR 31.2 million. The Suominen share (SUY1V) is listed in Nasdaq Helsinki Stock Exchange (Mid Cap). Read more at www.suominen.fi.

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Nasdaq Helsinki
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www.suominen.fi