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, 2016-03-16 15:30 CET (GLOBE NEWSWIRE) -- Suominen
Corporation   Stock Exchange Release  16 March 2016 at 4:30 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 16
March 2016 in Helsinki, Finland. 

Adoption of the financial statements and the consolidated financial statements
for the year 2015 

The AGM adopted the Financial Statements and the Consolidated Financial
Statements for the financial year 2015. 

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

The AGM decided that a dividend of EUR 0.02 per share will be paid. The amount
of dividend per share is based on the amount of shares before the merging of
shares pursuant to the Section 17. The record date for the payment of the
dividend is 18 March 2016 and the dividend shall be paid on 31 March 2016. 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 2015. 

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. The Chair of the Board of Directors will be paid an annual
fee of EUR 50,000, 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 2016 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 3 June 2016 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 of the Board of Directors

Mr. Andreas Ahlström, Mr. Risto Anttonen, Mr. Jorma Eloranta, Mr. Hannu
Kasurinen, Ms. Laura Raitio and Ms. Jaana Tuominen were re-elected as members
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 Manager at
Ahlström Capital Oy. The largest shareholder of Suominen Corporation, AC Invest
Two B.V. is a group company of Ahlström Capital Oy. 

The decision was 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 Accountants, were 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 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. 

Amendment of the Articles of Association

The AGM resolved to amend the company’s Articles of Association so that the
limitation regarding Board members age was be removed from article 4 of the
Articles of Association and that in the future the Chair 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 a corresponding technical addition were made to the article 13 of
the Articles of Association. 

After the amendment, 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. 

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. 

After the amendment, 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 the Chair of the Board of
Directors and 
9. the auditor.

The decision to amend the Articles of Association was in accordance with the
proposal of the Board of Directors. 

Amendment to the tasks of the permanent Shareholders’ Nomination Board

The AGM decided to amend the Section 1 of the resolution by the General Meeting
on 26 March 2013 regarding the establishment of the permanent Shareholders’
Nomination Board to read as follows: 

1. Purpose and tasks of the Nomination Board

The task of the Nomination Board is to prepare and present to the Annual
General Meeting, and, if necessary, to an Extraordinary General Meeting, a
proposal on the remuneration of the members of the Board of Directors, a
proposal on the number of the members of the Board of Directors and a proposal
on the members of the Board of Directors as well as the proposal on the Chair
of the Board of Directors. In addition, the task of the Nomination Board is to
seek candidates as potential board members. 

The decision to change amend the tasks of the permanent Shareholders’
Nomination Board relates to the earlier decision of the AGM on the amendment of
the Articles of Association and was in accordance with the proposal by the
Board of Directors. 

Proposal of the Board of Directors to the General Meeting to carry out a
reverse share split pursuant to the Chapter 15, Section 9 of the Limited
Liability Companies Act 

The AGM decided that the number of all shares in the company shall be reduced
without reducing share capital in a reverse share split procedure pursuant to
the Chapter 15, Section 9 of the Limited Liability Companies Act (624/2005)
(“Companies Act”) so that each five (5) shares shall be merged as one (1)
share. The purpose of merging the shares is to increase the interest for the
company’s shares, facilitate the trade in the shares and to increase
flexibility in connection of possible payment of dividend. 

The reverse share split shall be carried out by redeeming, in deviation from
the proportional shareholdings of shareholders, without compensation from all
of the company’s shareholders pursuant to the Chapter 15, Section 9 of the
Companies Act a number of shares corresponding to the outcome of multiplying on
the reverse split date the number of shares on shareholders’ each book-entry
account by reverse split coefficient 4/5 (“Reverse Split Ratio”) i.e. for each
existing five (5) shares, four (4) shares shall be redeemed. Shares owned by
each shareholder shall be determined separately for each book-entry account. In
case the number of shares in book-entry account is not divisible by the Reverse
Split Ratio, the number of shares to be redeemed shall be rounded up to the
nearest whole share. The fraction of share redeemed due to the rounding-up,
shall be paid to the respective shareholder in money as detailed below. If a
shareholder owns less than five (5) shares, all of the shares owned by the
shareholder in the company shall be redeemed. The shares will be sold on behalf
of the shareholder and the proceeds from the sale will be paid to the
shareholder in a same way as the proceeds acquired from the sale of fractions
of shares redeemed due to the rounding-up. 

The shares redeemed as part of the reverse share split shall be cancelled
immediately in connection with the redemption with the exception of the
aforementioned fractions of shares redeemed due to the rounding-up which will
be merged and sold on behalf of the respective shareholders. 

The reverse share split does not concern company’s treasury shares the number
of which the procedure does not reduce. 

The reverse split shall be executed in the book-entry system after the close of
trading on the reverse split date, 21 March 2016. The new total amount of
shares shall be registered in the Trade Register on or about on 22 March 2016
and the trading with new total number of shares shall commence on or about on
22 March 2016. 

The holders of the Convertible Hybrid Bond that the company issued on 10
February 2014 have equal rights with the shareholders in connection with the
reverse share split so that conversion rate of the bond and the capitalized
interest to shares is 2.5 euros after the reverse share split, the total amount
of shares based on conversion of the bond is 8,666,000 and the minimum amount
of shares to be issued in connection of each conversion is 40,000 to correspond
the Reverse Split Ratio. 

After the approval of the reverse share split by the AGM, the Board of
Directors shall adjust company’s share based incentive plans so that the
reverse share split shall be taken into account. 

The procedure has been described in more detail in Stock Exchange Release
issued on 29 January 2016. The procedure shall not require actions from the
shareholders. 

The decision was in accordance with the proposal by 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 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 2017 and it revokes all earlier authorizations to
repurchase company’s owns shares. 

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 decided to authorize 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, for
example, using the shares as consideration in possible acquisitions or other
arrangements related to the company’s business, as financing for investments,
using 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 without payment to the company itself.

2. Share issue against payment and without payment
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 without
payment (“Share Issue Without Payment”). A directed share issue may be a Share
Issue Without Payment 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 5,000,000 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 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 5,000,000 shares in total which number is
included in the maximum number stated in section 3 above. 

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 all earlier authorizations regarding share
issue and issuance of 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 2019. 

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 elected,
in accordance with the recommendation by the Shareholders’ Nomination Board,
from among its members Mr. Jorma Eloranta as Chair of the Board and Mr. 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. Mr. Hannu Kasurinen was
re-elected as the Chair of the Audit Committee and Mr. Andreas Ahlström and Ms.
Jaana Tuominen were elected as members. Mr. Jorma Eloranta was elected as the
Chair of the Personnel and Remuneration Committee and Mr. Risto Anttonen and
Ms. Laura Raitio were 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 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