Suominen Corporation Stock Exchange Release 29 January 2019 at 9.00 EET
Proposals by the Nomination Board to the Annual General Meeting 2019 of Suominen Corporation
Proposal on the number of the members, on the composition, and on the Chair of the Board of Directors
The Nomination Board of Suominen Corporation’s shareholders proposes to the Annual General Meeting that the number of Board members remains unchanged and would be six (6).
The Nomination Board proposes to the Annual General Meeting that Mr. Jan Johansson, Mr. Risto Anttonen, Mr. Hannu Kasurinen, Ms. Laura Raitio and Mr. Andreas Ahlström would be re-elected as members of Suominen Corporation’s Board of Directors.
Out of the current Board members, Ms. Jaana Tuominen has informed that she is not available as a candidate for the Board of Directors.
In addition, the Nomination Board proposes that Ms. Sari Pajari would be elected as a new member for the Board of Directors.
Sari Pajari (born 1968, M. Sc. (Tech) currently works as Senior Vice President, Sales and Marketing of Metsä Board Corporation and prior to that, amongst others, as Senior Vice President, Business Development at Metsä Board Corporation and Senior Vice President, CIO at Metsä Group. Pajari is Finnish citizen.
All candidates have given their consent to the election. All candidates are independent of the company. The candidates 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 candidate information relevant considering their service for the Board of Directors is presented at the company website www.suominen.fi.
The Nomination Board of Suominen proposes to the Annual General Meeting that Jan Johansson would be elected as the Chair of the Board of Directors.
Proposal on the Board remuneration
The Nomination Board of the shareholders of Suominen Corporation proposes to the Annual General Meeting that the remuneration of the Board of Directors remains unchanged and would be as follows: the Chairman would be paid an annual fee of EUR 60,000, Deputy 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 of the Board of Directors held in the home country of the respective member and a fee of EUR 1,000 per each meeting of the Board of Directors held elsewhere than in the home country of the respective member. 60% of the 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 2019 of the company is published. The shares will be transferred out of the own shares held by the company by the decision of the Board of Directors by 31 May 2019 at the latest.
Compensation for expenses will be paid in accordance with the company's valid travel policy.
The composition of the Nomination Board
The members of the Nomination Board are, as of 4 September 2018, Mr. Lasse Heinonen, Managing Director of Ahlström Capital, nominated by AC Invest Two B.V.; Mr. Erkki Etola, CEO of Oy Etra Invest Ab, nominated by Oy Etra Invest Ab; and Mr. Reima Rytsölä, Executive Vice-President, Investments, of Varma Mutual Pension Insurance Company, nominated by Varma. As of 30 November 2018, Mr. Roger Hagbord, Investment Advisory Professional, TVF TopCo Limited, acted as a member of the Nomination Board nominated by Oy Etra Invest Ab. Jan Johansson, Chair of Suominen’s Board of Directors, serves as the fourth member of the Nomination Board. Lasse Heinonen acts as the Chair of the Nomination Board.
All of the proposals made by the Nomination Board were unanimous.
The Board of Directors of Suominen Corporation will include the proposals submitted by the Nomination Board to the Notice of the Annual General Meeting of Suominen which will be published at a later date. The Annual General Meeting of Suominen Corporation is scheduled to be held on 19 March 2019.
Petri Helsky, President & CEO
For additional information please contact Lasse Heinonen, Chair of the Nomination Board of Suominen Corporation, tel. +358 10 888 4221