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, 2014-03-26 16:00 CET (GLOBE NEWSWIRE) -- Suominen
Corporation   Stock Exchange Release  26 March 2014 at 17:00 (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 26
March 2014 in Helsinki, Finland. 

Adoption of the financial statements and the consolidated financial statements
for the year 2013 

The AGM adopted the financial statements and the consolidated financial
statements for the financial year 2013. 

Resolution on the use of the profit shown on the balance sheet and the payment
of dividend 

The AGM decided, in accordance with the proposal by the Board of Directors that
no dividend shall be paid for the financial year 2013. 

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

The AGM decided to discharge the members of the Board of Directors and the CEO
from liability for the financial year 2013. 

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 and is as follows: the Chairman will 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. 

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 OMX 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 2014 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 6 June 2014 at the
latest. 

Compensation for expenses is paid in accordance with the company's valid travel
policy. 

The decision was in accordance with the proposals submitted 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 and is five
(5). 

The decision was in accordance with the proposals by the Shareholders'
Nomination Board. 

Election of members of the Board of Directors

Mr Risto Anttonen, Mr Jorma Eloranta, Ms Suvi Hintsanen and Mr Hannu Kasurinen
were re-elected as members of the Board of Directors. In addition Ms. Jaana
Tuominen was eleceted as a new member of the Board of Directors. Ms Tuominen
has acted as the CEO of Paulig Group since 2008. Additionally, she is a member
of the Board of Directors of Rautaruukki Corporation and a member of the Board
of Directors in Finnish Food and Beverage Industries' Federation. Ms Tuominen,
M Sc (Chemical Engineering), was born in 1960 and she is a Finnish citizen. 

The decision was in accordance with the proposals 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 recommendation by the Audit Committee
and the proposal of the Board of Directors. 

Election of auditor

PricewaterhouseCoopers Oy, Authorised Public Accountants, were 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. 

The decision was in accordance with the recommendation by the Audit Committee
and the proposal of the Board of Directors. 

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 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 2015.

Authorizing the Board of Directors to decide on the share issue and granting of
options and other special rights entitling to shares referred to in Chapter 10,
Section 1 of the Companies Act 

The AGM authorized the Board of Directors to decide on:

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

New shares may be issued and/or company's own shares held by the company or its
group company may be conveyed at the maximum amount of 25,000,000 shares in
aggregate. 

4. Granting of options and other special rights

The Board of Directors may grant options and other 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”). However, options and other special
rights referred to in Chapter 10, Section 1 of the Finnish Companies Act cannot
be granted as part of the company's remuneration plan. 

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 options and other special
rights granted by the company is 25,000,000 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 authorizations shall revoke the authorizations decided by the Annual
General Meeting on 26 March 2013 regarding share issue and issuance of special
rights entitling to shares, but the authorizations shall not revoke the
authorization decided by the Extraordinary General Meeting on 31 January 2014
regarding granting of stock options and other special rights entitling to
shares. 

The Board of Directors shall decide on all other terms and conditions related
to the authorizations. 

The authorizations shall be valid until 30 June 2017.

Organizing meeting of the Board of Directors

In its organizing meeting held after the AGM, the Board of Directors elected,
in accordance with the recommendation by the Shareholders' Nomination Board,
from among its members Mr. Jorma Eloranta as Chairman of the Board and Mr.
Risto Anttonen as Vice Chairman of the Board. 

The Board of Directors decided that the Remuneration Committee shall be altered
to Personnel and Remuneration Committee. The Board of Directors elected from
among its members the members for the Audit Committee and Personnel and
Remuneration Committee. Mr. Hannu Kasurinen was elected as the Chairman of the
Audit Committee and Ms. Suvi Hintsanen and Ms. Jaana Tuominen as the members.
Mr. Jorma Eloranta was elected as the Chairman of the Personnel and
Remuneration Committee and Risto Anttonen as the member. 


SUOMINEN CORPORATION
Board of Directors

For further information, please contact:
Nina Kopola, President & CEO, tel. +358 10 214 300


Suominen in brief

Suominen supplies its industrial and retail customers with nonwovens and
flexible packaging for use in consumer products worldwide. Suominen is the
global market leader in nonwovens for wipes. The company employs more than
1,000 people in Europe and in the United States. Suominen's net sales in 2013
amounted to MEUR 433.1 and operating profit excluding non-recurring items was
MEUR 18.3 (continuing operations). The Suominen share (SUY1V) is listed in
NASDAQ OMX Helsinki Stock Exchange. Read more at www.suominen.fi. 



Distribution:

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