Suominen Oyj - Company Announcement

Supplemented proposal for the Annual General Meeting by the Board of Directors of Suominen Corporation

Helsinki, Finland, 2016-03-16 08:15 CET (GLOBE NEWSWIRE) -- Suominen
Corporation   Stock Exchange Release  16 March 2016 at 9:15 (EET) 

Supplemented proposal for the Annual General Meeting by the Board of Directors
of Suominen Corporation 

The Board of Directors of Suominen Corporation has proposed to the Annual
General Meeting, to be held on 16 March 2016, that the article 4 of the
Articles of Association would be amended. The Board has resolved to supplement
its proposal so that if during the term the Chair of the Board resigns or is
permanently unable to perform his/her duties as the Chair of the Board, the
Board of Directors may appoint a new Chair of the Board from among its members
for the remaining term. In addition, the Board proposes that a corresponding
technical addition would be made to the article 13 of the articles of
association. 

The supplemented proposal by the Board of Directors to the general meeting
pursuant to the item 15 of the notice to the Annual General Meeting reads as
follows: 

15. Amendment of the Articles of Association

The Board of Directors proposes to the General Meeting that the Company’s
Articles of Association would be amended so that the limitation regarding Board
members age shall be removed from article 4 of the Articles of Association and
that in the future the Chairman of the Board of Directors is elected by the
General Meeting instead of the Board of Directors. If during the term the Chair
of the Board resigns or is permanently unable to perform his/her duties as the
Chair of the Board, the Board of Directors may appoint a new Chair of the Board
from among its members for the remaining term. 

In addition, the Board proposes that a corresponding technical addition would
be made to the article 13 of the Articles of Association. 

The purpose of the changes is that in future, the General Meeting elects the
Chair of the Board of Directors and that the ability of the General Meeting to
elect as competent Board of Directors as possible is not restricted and to
clarify the Board’s continuation of work in a situation when the Chair of the
Board of Directors resigns or is permanently unable to perform his/her duties
as the Chair of the Board 

Currently the article 4 of the Articles of Association reads as follows:

4 §
Board of Directors

The Board of Directors shall be responsible for the management of the Company
and for the proper arrangement of the Company's operations. The Board of
Directors shall consist of no less than three (3) and no more than seven (7)
members elected by the General Meeting of Shareholders. 

The term of the members of the Board of Directors expires at the end of the
first Annual General Meeting of Shareholders following his/her election. 

No person who has turned 70 years of age can be elected member of the Board of
Directors. 

The Board of Directors elects from among its members a Chair and a Deputy Chair
of the Board of Directors. 

After the amendment, the article 4 of the Articles of Association would read as
follows: 

4 §
Board of Directors

The Board of Directors shall be responsible for the management of the Company
and for the proper arrangement of the Company's operations. The Board of
Directors shall consist of no less than three (3) and no more than seven (7)
members. 

The Chair of the Board of Directors and the members of the Board of Directors
are elected by the General Meeting. The Board of Directors elects from among
its members the Deputy Chair of the Board of Directors. If during the term the
Chair of the Board resigns or is permanently unable to perform his/her duties
as the Chair of the Board, the Board of Directors may appoint a new Chair of
the Board from among its members for the remaining term. 

The term of the members of the Board of Directors expires at the end of the
first Annual General Meeting of Shareholders following his/her election. 

Currently the article 13 of the Articles of Association reads as follows:

13 §
Matters to be addressed in the Annual General Meeting of Shareholders

The Annual General Meeting shall:

receive:
1. the Financial Statements consisting of Consolidated Financial Statements and
the Report of the Board of Directors; 
2. the Auditors’ Report;

decide on:
3. the adoption of the Financial Statements and Consolidated Financial
Statements; 
4. the disposal of the profit shown on the balance sheet;
5. the discharge from liability for the members of the Board of Directors and
the Managing Director; 
6. the remuneration of the members of the Board of Directors and the auditor;
7. the number of members of the Board of Directors;

elect:
8. the members of the Board of Directors and
9. the auditor.

After the amendment, the article 13 of the Articles of Association would read
as follows: 

13 §
Matters to be addressed in the Annual General Meeting of Shareholders

The Annual General Meeting shall:

receive:
1. the Financial Statements consisting of Consolidated Financial Statements and
the Report of the Board of Directors; 
2. the Auditors’ Report;

decide on:
3. the adoption of the Financial Statements and Consolidated Financial
Statements; 
4. the disposal of the profit shown on the balance sheet;
5. the discharge from liability for the members of the Board of Directors and
the Managing Director; 
6. the remuneration of the members of the Board of Directors and the auditor;
7. the number of members of the Board of Directors;

elect:
8. the members of the Board of Directors and the Chair of the Board of
Directors and 
9. the auditor.



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 over 600 people in Europe and in the Americas.
Suominen’s net sales in 2015 amounted to EUR 444.0 million and operating profit
excluding non-recurring items to EUR 31.2 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