Suominen Yhtymä - Notice to general meeting

Notice of Annual General Meeting of shareholders of Suominen Corporation

SUOMINEN CORPORATION    STOCK EXCHANGE RELEASE 12 FEBRUARY 2009 AT 10.00 A.M.   



NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION        

The shareholders of Suominen Corporation are invited to attend the Annual       
General Meeting of Shareholders which will be held on Friday 20 March 2009 at   
10.00 a.m. in the Restaurant Palace, Conference Hall, Eteläranta 10, Helsinki.  

The following issues shall be on the agenda of the Meeting:                     


1. THE ISSUES PERTAINING TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNDER    
ARTICLE 3 OF THE COMPANIES ACT CHAPTER 5 AND ARTICLE 13 OF THE ARTICLES OF      
ASSOCIATION                                                                     


2. PROPOSAL OF THE BOARD OF DIRECTORS TO ISSUE STOCK OPTIONS                    

The Board of Directors proposes that the General Meeting would decide on        
granting stock options. The main points of the proposal are the following:      

A maximum of 450,000 stock options shall be issued. The option rights entitle to
subscribe for altogether a maximum of 450,000 new shares of Suominen            
Corporation.                                                                    

Of the stock options 150,000 shall be marked with the symbol 2009A, 150,000     
shall be marked with the symbol 2009B, and 150,000 shall be marked with the     
symbol 2009C. The stock options shall be issued in the book-entry system. The   
Board of Directors shall decide on the related procedure and time schedule.     

As decided by the Board of Directors, the stock options shall be issued         
gratuitously to the President and CEO, and to the members of the Corporate      
Executive Team. The pre-emption right of the shareholders shall be waived       
because the stock options are intended to form a part of the Group's incentive  
program and therefore the Company is considered to have a weighty financial     
reason to do so.                                                                

Each stock option entitles its holder to subscribe for one (1) new share of the 
Company. As a result of the subscriptions, the number of the Company shares may 
be increased by a maximum of 450,000 new shares. The share subscription price   
shall be recognised in the invested non-restricted equity fund.                 

The share subscription period shall be for stock option 2009A 2 May 2011 - 30   
October 2012, for stock option 2009B 2 May 2012 - 30 October 2013, and for stock
option 2009C 2 May 2013 - 30 October 2014. The Board of Directors may decide to 
advance the beginning of the share subscription period for the stock options.   

The subscription price shall be for stock option 2009A the trade volume weighted
average quotation of the Company share on the NASDAQ OMX Helsinki Ltd in May    
2009 rounded to the nearest cent, for stock option 2009B the trade volume       
weighted average quotation of the Company share on the NASDAQ OMX Helsinki Ltd  
in May 2010 rounded to the nearest cent, and for stock option 2009C the trade   
volume weighted average quotation of the Company share on the NASDAQ OMX        
Helsinki Ltd in May 2011 rounded to the nearest cent. The subscription price of 
stock options shall be reduced if the Company distributes dividends or funds    
from the non-restricted equity fund, or if the Company reduces its share capital
by distributing share capital to its shareholders. The subscription price per   
share must nevertheless always be at least EUR 0.01.                            


3. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT REPURCHASE AUTHORISATION TO THE  
BOARD OF DIRECTORS                                                              

The Board of Directors proposes that the General Meeting would authorise the    
Board of Directors to decide on a repurchase of a maximum of 200,000 of the     
Company's own shares. The repurchase authorisation shall be valid for 18 months 
after the decision of the General Meeting.                                      

The shares shall be repurchased to improve Company's capital structure and/or to
be used as consideration in future acquisitions or other arrangements related to
the Company's business or as part of the Company's incentive program, and/or to 
finance investments. Shares may be held, cancelled or conveyed by the Company.  
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.                                                            


4. PROPOSAL OF THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO    
DECIDE ON CONVEYING OWN SHARES                                                  

The Board of Directors proposes that the General Meeting would authorise the    
Board of Directors to decide on conveying a maximum of 255,057 of the Company's 
own shares held by the Company. The authorisation on conveying shall be valid   
for 18 months after the end of the General Meeting.                             

The Company's own shares held by the Company may be conveyed either against     
payment or for free. The shares may be conveyed to the Company's shareholders in
proportion to their current shareholdings in the Company or 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 future acquisitions or other arrangements related to the       
Company's business, as financing investments or as part of the Company's        
incentive program.                                                              


THE BOARD OF DIRECTORS AND AUDITOR                                              

Shareholders representing around 30 per cent of all votes in the Company have   
informed that they will propose to the Annual General Meeting that the number of
members of the Board of Directors be confirmed five, and that current members   
Heikki Bergholm, Kai Hannus, Juhani Lassila, Mikko Maijala and Heikki Mairinoja 
be re-elected, and the present auditors, PricewaterhouseCoopers Oy, Authorised  
Public Accountants, with Heikki Lassila, APA, as the principal auditor, be      
re-elected for the next term of office in accordance with the Articles of       
Association.         


DOCUMENTS ON VIEW                                                               

The financial statements and the proposals of the Board of Directors are        
scheduled to be available for shareholders on 27 February 2009 on the Company's 
Internet site www.suominen.fi, and at the head office of the Company, address:  
Vestonkatu 24, FI-33580 Tampere. The documents are also available at the        
Meeting, and copies will be sent to shareholders on request.                    


RIGHT TO ATTEND                                                                 

Shareholders who are entered in the Company's Register of Shareholders          
maintained by Euroclear Finland Ltd on Tuesday 10 March 2009 are entitled to    
attend the Annual General Meeting. Shareholders who hold their shares under a   
name of a nominee must contact their bank, broker or other custodian to be      
temporarily recorded in the Register of Shareholders so that the recording is   
effective on 10 March 2009.                                                     


NOTIFICATION                                                                    

Shareholders who wish to attend the Annual General Meeting of Shareholders must 
notify the Company of their intention to attend by Friday 13 March 2009 before  
4.00 p.m., either in writing to Suominen Corporation, P.O. Box 380, FI-33101    
Tampere, or by telephone at +358 (0)10 214 3535/Minna Lehtonen, or by fax at    
+358 (0)10 214 3536 or by e-mail at minna.lehtonen@suominen.fi. The notification
must reach the Company before the end of the notification period. Shareholders  
are kindly requested to deliver any powers of attorney to the above-mentioned   
address before the end of the notification period.                              


PAYMENT OF THE DIVIDEND                                                         

The Board of Directors proposes to the Annual General Meeting of Shareholders   
that no dividend be paid on account of the confirmed balance sheet for 2008.    


In Helsinki, 12 February 2009                                                   


SUOMINEN CORPORATION                                                            


Board of Directors                                                              


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