Annual General Meeting

Suominen’s Annual General Meeting will be held on Thursday, March 25, 2021 at 10:00 a.m.

 

The Board of Directors of the company has resolved on an exceptional meeting procedure based on the temporary legislation approved by the Finnish Parliament on September 15, 2020. In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders’ or their proxy representatives’ presence at the Meeting venue. This is necessary in order to organize the Annual General Meeting in a predictable way while taking into account the health and safety of the company’s shareholders, personnel and other stakeholders.

Shareholders and their proxy representatives can participate in the meeting and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with the company’s instructions. It is not possible to participate in the Annual General Meeting at the meeting venue. Shareholders can however follow the Annual General Meeting through internet on video stream. Shareholders following the Annual General Meeting in this way are not considered to participate in the Annual General Meeting. Instructions for shareholders to participate in the Annual General Meeting and to follow the meeting through internet are presented in the AGM notice.

 

Important dates

 

Requests of including an issue to AGM agenda

January 15, 2021 at the latest

Notice of meeting published

February 4,  2021

Annual report 2020 published

Week 9

Deadline for counterproposals of the shareholders

February 10, 2021 at 4.00 p.m.


Publication of shareholders’ counterproposals

February 15, 2021

Registration and advance voting begins

February 16, 2021

Deadline for advance questions of the shareholders

March 9, 2021

Record date of the AGM

March 15, 2021

Publication of answers for the advance question of the shareholders

March 16, 2021

Registration and advance voting closes

March 22, 2021, 10:00 a.m.

AGM

March 25,  2021, 10:00 a.m.

Dividend record date

March 29, 2021*

Dividend payment date

April 8, 2021*

* Board of Directors proposal to the AGM

Registration for the meeting

 

Each shareholder, who is registered on March 15, 2021 in the shareholder register, has the right to participate in the meeting. Shareholders of the Company and their proxy representatives may participate in the Meeting and use their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance.

The registration for the meeting is open until March 22, 2021 at 10.00 am EET. Votes can be cast in advance until March 22, 2021 at 10.00 am EET. Questions can be asked until March 9, 2021 at 4.00 pm EET.

 

Registration can be made:

 

a) By using this link

https://ir1.innovatics.fi/ir/en/suominen/Agm/Registration/2021_1/Accept

Electronic registering and voting in advance require for natural persons shareholder’s or its proxy representative’s, and for legal persons, its representative’s or proxy holder’s strong electronic identification (Finnish or Swedish online banking codes or the Mobile ID).

 

b) By regular mail or e-mail

A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form (available below in the material listing) or corresponding information to Innovatics Oy by regular mail to Innovatics Oy, Yhtiökokous / Suominen Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail to agm@innovatics.fi.

If a shareholder participates in the General Meeting by delivering votes in advance by regular mail or e-mail to Innovatics Oy, the delivery of the votes before the deadline for delivering the notice of participation and the votes has expired shall constitute a registration for the General Meeting provided that information required for registration set out in the advance voting form is provided.

A shareholder must in connection with the registration submit the requested information, such as the shareholder’s name, personal ID and e-mail address and/or phone number. Personal data disclosed in connection with the shareholders’ registration will be used only in connection with the General Meeting and the thereto related necessary handling of registrations.

 

Additional information and technical support for electronic registration is also available by telephone at +358 10 2818 909 (business days at 9:00 a.m. – 12:00 and 13:00 p.m. – 16:00 p.m.).

 

Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights thereat by way of proxy representation. Shareholder’s proxy holder must also vote in advance in the manner as set out in this notice.

A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

A template for a proxy document and voting instructions are available on Materials section of this webpage.

A shareholder, who will not vote in advance himself/herself, may without cost use the company’s proxy authorization service and authorize Veli Siitonen, Attorney-at-Law at Merilampi Attorneys Ltd., or another of the company independent Attorney-at-Law appointed by him to act as a proxy representative and exercise the shareholder’s voting rights at the General Meeting in accordance with the voting instructions given by the shareholder. The use of the proxy authorization service provided by the company is free of charge for the shareholder. A signed proxy document including an advance voting form must be delivered to Attorney-at-Law Veli Siitonen by regular mail or e-mail (contact details below) before the end of the registration and advance voting period, by which time the documents must be received.

Further information on the designated proxy representative is available on the website https://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen/ and his contact details are:

postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI-00100 Helsinki, Finland

e-mail: veli.siitonen@merilampi.com

A shareholder may participate in the General Meeting and exercise his/her rights thereat also by appointing another proxy representative of his/her choice. A proxy representative appointed by a shareholder must also vote in advance in the herein described manner. A proxy representative must deliver the signed proxy document given to him/her including an advance voting form by regular mail to Innovatics Oy, Yhtiökokous / Suominen Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the end of the registration and advance voting period, by which time the documents or corresponding information must be received or deliver the proxy document in connection with the electronic registration and advance voting.

Delivery of a proxy document to Innovatics Oy before the end of the registration period constitutes due registration for the General Meeting provided that the proxy representative delivers the advance voting form or corresponding information to Innovatics Oy together with the proxy document or later before the end of the registration and advance voting period.

Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the record date of the General Meeting March 15, 2021. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd at the latest by 10:00 a.m. on March 22, 2021. As regards nominee registered shares this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account manager of the custodian bank must register a holder of nominee registered shares temporarily into the shareholders’ register of the company at the latest by the time stated above and arrange voting on behalf of a holder of nominee registered shares.

Videostream

The Company will arrange an opportunity for shareholders who have registered for the meeting to follow the meeting online via videostream.

To be able to view the videostream, the shareholder must first register to the Annual General Meeting.

The videostream can be followed by ordering a videostream link and a password in advance either in connection with the electronic registration and advance voting. The link is personal, and it must be ordered by March 24, 2021 at 10.00 am at the latest. Shareholders are asked to take into account that following the meeting via videostream is not considered as official participation in the general meeting and that it does not make possible for shareholders to exercise their rights in the general meeting.

The meeting will be held in Finnish.

Video of the review of the President and CEO will be published on these pages after the meeting.

Materials