Suominen Oyj - Notice to general meeting

Notice to the Annual General Meeting of Suominen Corporation

Tampere, Finland, 2013-02-15 08:45 CET (GLOBE NEWSWIRE) -- 
Suominen Corporation   Stock Exchange Release   15 February 2013 at 9:45 am
(EET) 

NOTICE TO THE ANNUAL GENERAL MEETING OF SUOMINEN CORPORATION

Notice is given to the shareholders of Suominen Corporation to the Annual
General Meeting to be held on Tuesday 26 March 2013 at 10.00 a.m. at Finlandia
Hall (Veranda, hall 4), at the address Mannerheimintie 13 e, 00100 Helsinki.
The reception of persons who have registered for the meeting will commence at
9.00 a.m. 

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes 

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and the list of votes

6. Presentation of the financial statements, the consolidated financial
statements, the report of the Board of Directors and the auditor's report for
the year 2012 
Review by the CEO

7. Adoption of the financial statements and the consolidated financial
statements 

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 
The Board of Directors proposes that no dividend be paid for the financial year
2012. 

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

10. Resolution on the remuneration of the members of the Board of Directors
Suominen Corporation's Nomination Committee proposes to the General Meeting
that the remuneration payable to the members of the Board would remain
unchanged and be as follows: the Chairman would 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. Compensation for expenses is
paid in accordance with the company's valid travel policy. 

11. Resolution on the number of members of the Board of Directors
The Nomination Committee proposes to the General Meeting that the number of
Board members would remain unchanged at five (5). 

12. Election of members of the Board of Directors
The Nomination Committee proposes to the General Meeting that Mr Jorma
Eloranta, Mr Risto Anttonen, Ms Suvi Hintsanen, Mr Hannu Kasurinen and Mr
Heikki Mairinoja be re-elected as members of the Board of Directors. 

Nomination Committee recommends that the Board of Directors elects from among
its members Jorma Eloranta as Chairman of the Board and Risto Anttonen as Vice
Chairman of the Board. 

All candidates have given their consent to the election. All candidates are
independent of the company. The candidates are also independent of Suominen's
significant shareholders, with the exception of Risto Anttonen who has acted as
CEO and as Deputy CEO of Ahlstrom Corporation within the last three years prior
to the commencement of his membership in Suominen's Board. 

The candidate information that is relevant considering their service for the
Board of Directors is presented at the company website www.suominen.fi. 

13. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor's fee
would be paid according to the invoice accepted by the company. 

14. Election of auditor
The Board of Directors proposes to the General Meeting that the present
auditors, PricewaterhouseCoopers Oy, Authorised Public Accountants, would be
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. 

15. Establishment of a permanent Shareholders' Nomination Committee
The Board of Directors proposes to the General Meeting that the General Meeting
would resolve to establish a permanent Shareholders' Nomination Committee. 

1. Purpose and tasks of the Nomination Committee

The task of the Nomination Committee is to prepare and present to the Annual
General Meeting, and, if necessary, to an Extraordinary General Meeting, a
proposal on the remuneration of the members of the Board of Directors, a
proposal on the number of the members of the Board of Directors and a proposal
on the members of the Board of Directors. In addition, the task of the
Nomination Committee is to seek candidates as potential board members. 

2. Appointment and composition of the Nomination Committee

The Nomination Committee shall consist of four (4) members, three of which
shall be appointed by the company's three largest shareholders, who shall
appoint one member each. The Chairman of the company's Board of Directors shall
serve as the fourth member. 

The company's largest shareholders entitled to appoint members to the
Nomination Committee shall be determined on the basis of the registered
holdings in the company's shareholders' register held by Euroclear Finland Ltd
as of the first working day in September in the year concerned. The Chairman of
the Board of Directors shall request each of the three largest shareholders to
appoint one member to the Nomination Committee. In the event that a shareholder
presents a written request to the Chairman of the Board of Directors by 30
August of the year preceding the Annual General Meeting, into the holdings of
the shareholder shall be calculated also holdings of a party equivalent to the
shareholder that need to be taken into account when evaluating the requirement
to flag changes in the holdings under the Securities Markets Act. In the event
that a shareholder does not wish to exercise his or her right to appoint a
representative, it shall pass to the next-largest shareholder who would not
otherwise be entitled to appoint a member to the Nomination Committee. 

The Chairman of the Board of Directors shall convene the first meeting of the
Nomination Committee. The Nomination Committee shall elect a Chairman from
among its members and the Nomination Committee's Chairman shall be responsible
for convening subsequent meetings. When the Nomination Committee has been
appointed, the company will publish the composition by a release. 

The Nomination Committee is established to exist and serve until the General
Meeting of the company decides otherwise. The members shall be nominated
annually and their term of office shall end when new members are nominated to
replace them. 

Shareholders shall be entitled to replace their appointed member in the midst
of his or her term of office. 

A member appointed by a shareholder must resign from the Nomination Committee
if the shareholder concerned is no longer one of the company's ten largest
shareholders, unless the other members of the Nomination Committee unanimously
decide otherwise. A right to appoint a member to replace the resigned member
shall be offered to the shareholder, who, at the time in question, is the
largest shareholder having not yet appointed a member to the Nomination
Committee. 

The members of the Nomination Committee shall be independent of the company and
a person belonging to the company's operative management cannot be a member of
the Nomination Committee. 

An explanation of the activities of the Committee shall be presented in the
Annual General Meeting of the company and published on the company's website. 

The members of the Nomination Committee shall not be entitled to any
remuneration on the basis of their membership. 

3. Proposals to the General Meeting

The Nomination Committee shall forward its proposals to the company's Board of
Directors each year by 1 February preceding the Annual General Meeting.
Proposals intended for an Extraordinary General Meeting shall be forwarded to
the company's Board of Directors in time for them to be included in the notice
to the General Meeting. 

Persons to be proposed as members of the Board of Directors shall have the
qualifications required for the task and the possibility to devote sufficient
amount of time for the task. 

The Nomination Committee shall agree unanimously on the proposals to be made to
the General Meeting. If unanimous decision cannot be reached, the Nomination
Committee shall inform the company's Board of Directors that it will not make a
proposal for the General Meeting. 

4. Confidentiality

The Nomination Committee shall keep the proposals to be made for the General
Meeting confidential until they have been published by the company. In case the
Nomination Committee receives any insider information or other confidential
information, such information shall be handled in accordance with the
Securities Markets Act. 

16. Amendment of the Articles of Association
The Board of Directors proposes to the General Meeting that the General Meeting
would resolve on amending the Articles of Association of the company so that
the domicile of the company is Helsinki. In addition, the Board of Directors
proposes to the General Meeting that the second sentence regarding the venue of
a General Meeting be deleted from the section 10 of the Articles of
Association. 

Currently, Section 1 of the Articles of Association reads as follows:

1 § The Company's name and domicile
The Company's name is Suominen Oyj and in English Suominen Corporation. The
Company's domicile is Tampere. 

After the amendment the section 1 is as follows:

1 § The Company's name and domicile
The Company's name is Suominen Oyj and in English Suominen Corporation. The
Company's domicile is Helsinki. 

Currently, Section 10 of the Articles of Association reads as follows:

10 § Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually by the end of
April on the date decided by the Board of Directors. The General Meeting of
Shareholders shall be held in the Company's domicile or, if the Board of
Directors so decides, in Helsinki. 

After the amendment the section 10 is as follows:

10 § Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually by the end of
April on the date decided by the Board of Directors. 

17. Authorizing the Board of Directors to decide on the repurchase of the
company's own shares 
The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized 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 2014.

18. Authorizing the Board of Directors to decide on the share issue and
issuance of special rights entitling to shares 

The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on 

(i) issuing new shares and/or
(ii) conveying the company's own shares held by the company and/or
(iii) granting 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

A maximum of 50,000,000 new shares may be issued.

A maximum of 3,100,000 of the company's own shares held by the company or its
group company may be conveyed. 

4. Granting of special rights

The Board of Directors may grant 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”). 

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 special rights granted by the
company is 10,000,000 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 Board of Directors shall decide on all other terms and conditions related
to the authorizations. 

The authorizations shall be valid until 30 June 2016.

19. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above-mentioned proposals for resolution as well as this notice are
available on Suominen Corporation's website at www.suominen.fi. Suominen
Corporation's annual report, financial statements, the report of the Board of
Directors and the auditor's report are available on the above-mentioned website
as from 5 March 2013 at the latest. The proposals for resolution and documents
related to the financial statements are also available at the General Meeting.
The minutes of the meeting will be available on the above-mentioned website as
from 9 April 2013 at the latest. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration
Each shareholder who is registered on 14 March 2013 in the shareholders'
register of the company held by Euroclear Finland Ltd has the right to
participate in the Annual General Meeting. A shareholder whose shares are
registered on his/her personal Finnish book-entry account is registered in the
shareholders' register of the company. 

A shareholder, who wishes to participate in the Annual General Meeting, shall
register for the meeting no later than 19 March 2013 before 4.00 p.m. by giving
a prior notice of participation, which shall be received by the company no
later than on the abovementioned date and time. Such notice can be given: 

a) by e-mail to the address agm@suominencorp.com
b) by telephone +358 (0)10 214 3551, Monday-Friday between 8 a.m. and 4 p.m.
c) by regular mail to Suominen Corporation, Porkkalankatu 20 A, 00180 Helsinki,
Finland 
d) by fax +358 (0)10 214 2241

In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant or proxy representative and the personal identification
number of the proxy representative. 

The personal data given by the shareholders to Suominen Corporation are used
only in connection with the General Meeting and with the processing of any
related necessary registrations. 

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of the shares on the basis of which he/she
would have the right to be registered on 14 March 2013 in the shareholders'
register maintained by Euroclear Finland Ltd. The right to participate
requires, in addition, that the shareholder on the basis of such shares has
been temporarily registered into the shareholders' register maintained by
Euroclear Finland Ltd at the latest by 21 March 2013, by 10.00 a.m. As regards
nominee registered shares this constitutes due registration for the Annual
General Meeting. 


A holder of nominee registered shares is advised to request without delay from
his/her custodian bank the necessary instructions regarding the temporary
registration in the shareholders' register, the issuing of proxy documents and
registration for the Annual General Meeting. The account manager of the
custodian bank has to register a holder of nominee registered shares, who wants
to participate in the Annual General Meeting, temporarily into the
shareholders' register of the company at the latest by the date and time
mentioned above. 


3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting by way of proxy representation. A proxy
representative shall produce a dated proxy document or otherwise in a reliable
manner demonstrate his/her right to represent the shareholder. When a
shareholder participates in the Annual General Meeting by means of several
proxy representatives representing the shareholder with shares on different
securities accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the registration for the
Annual General Meeting. 

Possible proxy documents should be delivered in originals to Suominen
Corporation, Porkkalankatu 20 A, 00180 Helsinki, Finland before the last date
for registration. 

4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting. 

On February 15, 2013, the total number of shares and votes in Suominen
Corporation is 245,934,122. 

Helsinki, 15 February 2013

SUOMINEN CORPORATION
Board of Directors


For additional information please contact:
Ms. Nina Kopola, President and CEO, tel. +358 (0)10 214 300
Mr. Tapio Engström, Vice President and CFO, tel. +358 (0)10 214 300


Distribution:
NASDAQ OMX Helsinki Ltd
Main media
www.suominen.fi


Suominen in brief

Suominen supplies its industrial and retail customers with nonwovens, wet wipes
and flexible packaging for use in consumer products worldwide. Suominen is the
global market leader in nonwovens for wipes. The company employs approximately
1,200 people in Europe and in the United States. Suominen's net sales in 2012
amounted to MEUR 454.9 and operating profit excluding non-recurring items was
MEUR 13.7. The Suominen share (SUY1V) is listed in NASDAQ OMX Helsinki Stock
Exchange. Read more at www.suominen.fi.

Attachments:

Notice to the AGM of Suominen 15022013.pdf