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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 2018 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 15 March 2018 in Helsinki, Finland.

Adoption of the financial statements and the consolidated financial statements for the year 2017

The AGM adopted the Financial Statements and the Consolidated Financial Statements for the financial year 2017.

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

The AGM decided that a return of capital of EUR 0.11 per share will be paid, in total 6,312,123.29 euros. The record date for the payment of the return of capital is 19 March 2018 and the return of capital shall be paid on 28 March 2018. 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 2017.

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 would be paid an annual fee of EUR 60,000, Vice 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 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 2018 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 1 June 2018 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. Jan Johansson was re-elected as Chair of the Board of Directors and 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.

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 Mr. Toni Halonen, 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.

  1. 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.

  1. 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.

  1. 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 2019 and it revokes all earlier authorizations to repurchase company’s own 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 was re-elected as member. Laura Raitio was elected as a new member to the Audit Committee. Jan Johansson was re-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