Suominen Oyj - Decisions of general meeting

Decisions taken by the Annual General Meeting and the organizing meeting of the Board of Directors of Suominen Corporation

Helsinki, Finland, 2017-03-15 15:00 CET (GLOBE NEWSWIRE) -- Suominen
Corporation   Decisions by the General Meeting  15 March 2017 at 4:00 pm (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 15
March 2017 in Helsinki, Finland. 

Adoption of the financial statements and the consolidated financial statements
for the year 2016 

The AGM adopted the Financial Statements and the Consolidated Financial
Statements for the financial year 2016. 

Resolutions on the use of the profit shown on the balance sheet

The AGM decided that a dividend of EUR 0.11 per share will be paid, in total
5,584,981.05 euros. The record date for the payment of the dividend is 17 March
2017 and the dividend shall be paid on 24 March 2017. The decision was 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 2016. 

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, with the exception of the remuneration of the Chair of the
Board which will be increased by EUR 10,000. The Chair of the Board of
Directors will be paid an annual fee of EUR 60,000, 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 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 2017 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 2 June 2017 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 remains unchanged at six (6).
The decision was in accordance with the proposal by the Shareholders’
Nomination Board. 

Election of members and Chair of the Board of Directors

Mr. Andreas Ahlström, Mr. Risto Anttonen, Mr. Hannu Kasurinen, Ms. Laura Raitio
and Ms. Jaana Tuominen were re-elected as members of the Board of Directors.
Mr. Jan Johansson was elected as a new member and as Chair of the Board of
Directors. 

All elected members are independent of the company. They are also independent
of Suominen’s significant shareholders, with the exception of Andreas Ahlström
who acts currently as Investment Director at Ahlström Capital Oy. The largest
shareholder of Suominen Corporation, AC Invest Two B.V., is a group company of
Ahlström Capital Oy. 

The decisions were in accordance with the proposal by the Shareholders’
Nomination Board. 

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 Accountant firm, was re-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
Ms. 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 400,000 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 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
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 2018 and it revokes all earlier authorizations to
repurchase company’s owns shares. 

The decision was in accordance with the proposal by the Board of Directors.

The organizing meeting of the Board of Directors

In its organizing meeting held after the AGM, the Board of Directors re-elected
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. Hannu Kasurinen was
re-elected as the Chair of the Audit Committee and Andreas Ahlström and Jaana
Tuominen were re-elected as members. Jan Johansson was elected as the Chair of
the Personnel and Remuneration Committee and Risto Anttonen and Laura Raitio
were re-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 650 people in Europe and in the Americas.
Suominen’s net sales in 2016 amounted to EUR 416.9 million and comparable
operating profit to EUR 25.6 million. The Suominen share (SUY1V) is listed in
Nasdaq Helsinki Stock Exchange (Mid Cap). Read more at www.suominen.fi. 


Distribution:

Nasdaq Helsinki
Main media
www.suominen.fi