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Decisions taken by the Annual General Meeting and the organizing meeting of the Board of Directors of Suominen Corporation

Suominen Corporation   Decisions by the General Meeting  15 March 2017 at 4:00 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 15 March 2017 in Helsinki, Finland.

Adoption of the financial statements and the consolidated financial statements for the year 2016

The AGM adopted the Financial Statements and the Consolidated Financial Statements for the financial year 2016.

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

The AGM decided that a dividend of EUR 0.11 per share will be paid, in total 5,584,981.05 euros. The record date for the payment of the dividend is 17 March 2017 and the dividend shall be paid on 24 March 2017. 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 2016.

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, with the exception of the remuneration of the Chair of the Board which will be increased by EUR 10,000. The Chair of the Board of Directors will be paid an annual fee of EUR 60,000, 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 2017 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 2 June 2017 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 and Chair of the Board of Directors

Mr. Andreas Ahlström, Mr. Risto Anttonen, Mr. Hannu Kasurinen, Ms. Laura Raitio and Ms. Jaana Tuominen were re-elected as members of the Board of Directors. Mr. Jan Johansson was elected as a new member and as Chair 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 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 decisions were 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 Accountant firm, was re-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 Ms. 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.

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 2018 and it revokes all earlier authorizations to repurchase company’s owns shares.

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 re-elected 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. Hannu Kasurinen was re-elected as the Chair of the Audit Committee and Andreas Ahlström and Jaana Tuominen were re-elected as members. Jan Johansson was elected as the Chair of the Personnel and Remuneration Committee and Risto Anttonen and Laura Raitio were re-elected as members.

SUOMINEN CORPORATION
Board of Directors

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Anu Heinonen +358 40 723 6279