DECISIONS TAKEN BY THE ANNUAL GENERAL MEETING AND THE CONSITUTIVE MEETING OF THE BOARD OF DIRECTORS OF SUOMINEN CORPORATION
The Annual General Meeting (AGM) of Suominen Corporation was held today on 26 March 2013 in Helsinki, Finland.
Financial statements of 2012 and discharge from liability
The AGM adopted the financial statements and the consolidated financial statements for the financial year 2012 and discharged the members of the Board of Directors and the CEO from liability.
The AGM resolved, in accordance with the proposal by the Board of Directors, that no dividend be paid for the financial year 2012.
Composition and remuneration of the Board of Directors
The AGM resolved that the number of Board members would remain unchanged at five (5). Mr Risto Anttonen, Mr Jorma Eloranta, Ms Suvi Hintsanen, Mr Hannu Kasurinen and Mr Heikki Mairinoja were re-elected as 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. Compensation for expenses is paid in accordance with the company's valid travel policy.
The decisions were in accordance with the proposals submitted by the Nomination Committee.
Election and remuneration of the auditor
According to the proposal by the Board of Directors, the present auditors, 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 AGM resolved that the auditor's fee will be paid according to the invoice accepted by the company.
Establishment of a permanent Shareholders’ Nomination Committee
The AGM resolved to establish a permanent Shareholders’ Nomination Committee according to the proposal by the Board of Directors. The task of the Nomination Committee 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. In addition, the task of the Nomination Committee is to seek candidates as potential board members. The Nomination Committee shall consist of four (4) members, three of which shall be appointed by the company’s three largest shareholders, who shall appoint one member each. The Chairman of the company’s Board of Directors shall serve as the fourth member.
The Nomination Committee is established to exist and serve until the General Meeting of the company decides otherwise. The members shall be nominated annually and their term of office shall end when new members are nominated to replace them. The members of the Nomination Committee shall be independent of the company and a person belonging to the company’s operative management cannot be a member of the Nomination Committee. Amendment of the Articles of Association
The AGM resolved to amend the Articles of Association of the company so that the domicile of the company is Helsinki. In addition, the AGM decided that the second sentence regarding the venue of a General Meeting will be deleted from the section 10 of the Articles of Association. Both decisions were in accordance with the proposals by the Board of Directors. After the amendment the section 1 of the Articles of Association is as follows:
1 § The Company's name and domicile
The Company's name is Suominen Oyj and in English Suominen Corporation. The Company's domicile is Helsinki.
After the amendment the section 10 of the Articles of Association is as follows:
10 § Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually by the end of April on the date decided 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 repurchasing a maximum of 3,000,000 company’s own shares. The 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. 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.
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 2014. The decision taken by the AGM was in accordance with the proposal by the Board of Directors.
Authorizing the Board of Directors to decide on the share issue and issuance of special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on (i) issuing new shares and/or
(ii) conveying the company’s own shares held by the company and/or (iii) granting 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
A maximum of 50,000,000 new shares may be issued.
A maximum of 3,100,000 of the company’s own shares held by the company or its group company may be conveyed. 4. Granting of special rights
The Board of Directors may grant 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”). 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 special rights granted by the company is 10,000,000 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 Board of Directors shall decide on all other terms and conditions related to the authorizations. The authorizations shall be valid until 30 June 2016. The decision taken by the AGM was in accordance with the proposal by the Board of Directors. Constitutive meeting of the Board of Directors
In its constitutive meeting held after the AGM, the Board of Directors elected, in accordance with the recommendation by the Nomination Committee, from among its members Mr Jorma Eloranta as Chairman of the Board and Mr Risto Anttonen as Vice Chairman of the Board.
Mr Tapio Engström, CFO of Suominen Corporation, was appointed secretary to the Board of Directors.
The Board of Directors did not establish any committees to prepare matters for consideration by the Board, as the size of the company and the extent of its business are not seen as sufficient to warrant splitting up the Board’s work in this way.
Helsinki, 26 March 2013
Board of Directors
For additional information please contact:
Ms. Nina Kopola, President and CEO, tel. +358 (0)10 214 300 Mr. Tapio Engström, Vice President and CFO, tel. +358 (0)10 214 300