Suominen Yhtymä - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING OF SUOMINEN CORPORATION

Tampere, Finland, 2012-02-17 15:00 CET (GLOBE NEWSWIRE) -- Suominen Corporation
                       Stock exchange release 17 February 2012 at 4:00 p.m. 


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 Wednesday 4 April 2012 at 10.00 a.m. in Terrace
Hall at Finlandia Hall, 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 2011 

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
2011. 

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

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

Suominen Corporation's Nomination Committee proposes that the remuneration
payable to the members of the Board to be elected at the Annual General Meeting
for the term lasting until the close of the Annual General Meeting in 2013 be
on the same level and be confirmed to correspond the decision made in
Extraordinary General Meeting 12 September 2011 as follows: Chairman of the
Board annual fee EUR 50,000, Vice Chairman of the Board annual fee EUR 37,500
and other Board members annual fee EUR 28,000. 

Further, the Nomination Committee proposes that attendance allowance will
remain at the same level so that the members of Board of Directors will receive
an attendance allowance of EUR 500 per each meeting of the Board of Directors
held in the home country of respective member, and an attendance allowance of
EUR 1,000 per each meeting of the Board of Directors held elsewhere than in
home country of respective member. Nomination Committee proposes that 60% of
the remuneration be paid in cash and 40% in Suominen Corporation's shares
purchased from the market. 

11. Resolution on the number of members of the Board of Directors

The Nomination Committee proposes to the Annual General Meeting that the number
of Board members would be five (5). 

12. Election of members of the Board of Directors

The Nomination Committee proposes that the following current Board members be
re-elected as members of the Board of Directors: Mr Risto Anttonen, Mr Jorma
Eloranta, Ms Suvi Hintsanen and Mr Heikki Mairinoja, and that Mr Hannu
Kasurinen be elected as a new member of the Suominen Corporation's Board for
the same term. The term of office of the Board members elected will last until
the close of the Annual General Meeting 2013. 

Hannu Kasurinen, M.Sc. (Econ.), is Executive Vice President of Stora Enso
Corporation, responsible for Wood Products Business Area and a member of Stora
Enso's Group Executive Team. Hannu Kasurinen has an extensive and international
working experience in various managerial positions at Stora Enso Corporation. 

Nomination Committee recommends that the new Board of Directors will elect
Jorma Eloranta as Chairman of the Board and Risto Anttonen as Vice Chairman of
the Board. 

The current Vice Chairman of the Board Mikko Maijala has announced that he will
not be available for re-election in Annual General Meeting on 4 April 2012. 

CVs of the proposed Board members are presented at the company's website.

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. 

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. Amendment of the Articles of Association

The Board of Directors proposes that the General Meeting would resolve on
amending section 1 of the Articles of Association regarding the name of the
company so that the company's name would be Suominen Oyj. 

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 Tampere. 

16. Establishment of a Nomination Committee

The Board of Directors proposes that the General Meeting would resolve on the
establishment of a Nomination Committee comprising of shareholders or
representatives of shareholders. With respect to the matter, the Board of
Directors proposes that 

1. The General Meeting resolves to establish a Nomination Committee comprising
of shareholders or representatives of shareholders to prepare proposals for the
following Annual General Meeting concerning the election and remuneration of
the members of the Board of Directors. 

2. The tasks of the Nomination Committee are:

a. to prepare the proposal for the Annual General Meeting concerning the
members of the Board of Directors; 

b. to prepare the proposal for the Annual General Meeting concerning the
remuneration of the members of the Board of Directors; 

c. to seek successor candidates to the Board of Directors; and

d. to present the proposals to the Annual General Meeting concerning the
members of the Board of Directors and their remuneration. 

3. The three largest shareholders or representatives of such shareholders are
elected to the Nomination Committee, which in addition shall comprise the
Chairman of the Board of Directors as an expert member. The right to appoint
members representing shareholders is held by the three largest shareholders of
the company, in terms of voting rights, that are registered on 15 November 2012
in the shareholders' register of the company held by Euroclear Finland Ltd.
Should a shareholder, who according to the Finnish Securities Markets Act is
obliged to report certain changes in holdings (shareholder with a disclosure
obligation), notify the company's Board of Directors in writing of such demand
by 14 November 2012 at the latest, such shareholder's holdings in several funds
or registers are added together when counting the share of votes. Should a
shareholder choose not to use his right to appoint a Committee member, the
right to appoint such member is transferred to the next largest shareholder
registered in the shareholders' register who would not otherwise have the right
to appoint a member. 

4. The Chairman of the Board of Directors convenes the Nomination Committee to
its first meeting, and in this meeting the Committee elects a chairman of the
Committee from among its members. 

5. The Nomination Committee shall submit its proposals to the Board of
Directors no later than 1 February 2013. 

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
public trading on 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 2013.

18. Authorizing the Board of Directors to decide on the issuance of shares and
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 entitling to shares 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 or using the shares as
part of the company's incentive program. 

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. 

The number of shares to be issued to the company itself together with the
shares repurchased to the company on basis of the repurchase authorization
shall be at the maximum of 3,100,000 shares. The said maximum number of shares
shall include the company's own shares held by the company itself or its
subsidiary as stated in Chapter 15, Section 11, Paragraph 1 of the Finnish
Companies Act. 

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 2013.

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. The annual
report of Suominen Corporation as well as the company's financial statements,
including the report by the Board of Directors and the auditor's report, are
available on the above-mentioned website as from 14 March 2012 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 18 April 2012 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 23 March 2012 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 28 March 2012 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 ir@suominen.fi
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 3530

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 23 March 2012 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 30 March 2012, 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 management
organisation 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 17 February 2012, the total number of shares and votes in Suominen
Corporation is 245,934,122. 

Helsinki, 17 February 2012

SUOMINEN CORPORATION

Board of Directors


For additional information please contact:
Ms. Nina Kopola, President and CEO, tel. +358 (0)10 214 3551
Mr. Arto Kiiskinen, Vice President and CFO, tel. +358 (0)10 214 300