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Notice to the Annual General Meeting of Suominen Corporation

Suominen Corporation   Stock Exchange Release 29 January 2016 at 12.30 EET

Notice to the Annual General Meeting of Suominen Corporation

 

Notice is given to the shareholders of Suominen Corporation to the Annual General Meeting to be held on Wednesday 16 March 2016 at 10.00 am at Finlandia Hall (Terrace Hall), at the address Mannerheimintie 13 e, 00100 Helsinki. The reception of persons who have registered for the meeting will commence at 9.00 am. During the coffee service after the Annual General Meeting, shareholders will have the opportunity to meet the management of the company.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

1. Opening of the meeting

2. Calling the meeting to order

 

3. Election of person to scrutinize the minutes and to supervise the counting of votes

 

4. Recording the legality of the meeting

 

5. Recording the attendance at the meeting and the list of votes

 

6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor's report for the year 2015

 

Review by the President & CEO

 

7. Adoption of the financial statements and the consolidated financial statements

 

8. Resolution on the use of the profit shown on the balance sheet

 

The Board of Directors proposes that a dividend of 0.02 euros per share shall be paid based on the adopted balance sheet regarding the financial year of 2015. The amount of dividend per share is based on the amount of shares before the merging of shares pursuant to the Section 17. Calculated on the basis of the current total amount of shares, a total of 5,030,234.60 euros would be paid as dividend. The record date for the payment of the dividend is 18 March 2016 and the dividend shall be paid on 31 March 2016.

 

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

 

10. Resolution on the remuneration of the members of the Board of Directors

 

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 the Chairman would 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 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 2016 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 3 June 2016 at the latest.

 

Compensation for expenses will be paid in accordance with the company's valid travel policy.

 

11. Resolution on the number of members 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).

 

12. Election of members of the Board of Directors

 

The Nomination Board of Suominen Corporation’s shareholders proposes that the composition of the Board of Directors remains unchanged and Mr Jorma Eloranta, Mr Risto Anttonen, Mr Hannu Kasurinen, Ms Laura Raitio, Mr Andreas Ahlström and Ms Jaana Tuominen would be re-elected as members of Suominen Corporation’s Board of Directors.

 

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 Manager 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.

 

13. Resolution on the remuneration of the auditor

 

On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the auditor's fee would be paid according to the invoice approved by the company.

 

14. Election of auditor

 

On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, Authorized Public Accountants, would still be elected as the auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy has informed that it will appoint Kristina Sandin, Authorized Public Accountant, as the principally responsible auditor of the company, if Ernst & Young Oy is elected as the company’s auditor.

 

15. Amendment of the Articles of Association

 

The Board of Directors proposes to the General Meeting that the Company’s Articles of Association would be amended so that the limitation regarding Board members age shall be removed from Section 4 of the Articles of Association and that in the future the Chairman of the Board of Directors is elected by the General Meeting instead of the Board of Directors.

 

The purpose of the changes is that in future, the General Meeting elects the Chairman of the Board of Directors and that the ability of the General Meeting to elect as competent Board of Directors as possible is not restricted.

Currently the Section 4 of the Articles of Association reads as follows:

 

4 § Board of Directors

 

The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members elected by the General Meeting of Shareholders.

 

The term of the members of the Board of Directors expires at the end of the first Annual General Meeting of Shareholders following his/her election.

 

No person who has turned 70 years of age can be elected member of the Board of Directors.

 

The Board of Directors elects from among its members a Chairman and a Deputy Chairman of the Board of Directors.

 

After the amendment, the Section 4 of the Articles of Association would read as follows:

 

4 § Board of Directors

 

The Board of Directors shall be responsible for the management of the Company and for the proper arrangement of the Company's operations. The Board of Directors shall consist of no less than three (3) and no more than seven (7) members.

 

The Chairman of the Board of Directors and the members of the Board of Directors are elected by the General Meeting. The Board of Directors elects from among its members the Deputy Chairman of the Board of Directors.

 

The term of the members of the Board of Directors expires at the end of the first Annual General Meeting of Shareholders following his/her election.

 

16. Amendment to the tasks of the permanent Shareholders’ Nomination Committee

 

Following the amendment of the Articles of Association pursuant to the Section 15, the Board of Directors proposes that the Section 1 of the resolution by the General Meeting on 26 March 2013 regarding the establishment of the permanent Shareholders’ Nomination Committee shall be amended to read as follows:

 

1. Purpose and tasks of the Nomination Committee

 

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 as well as the proposal on the Chairman of the Board of Directors. In addition, the task of the Nomination Committee is to seek candidates as potential board members.

 

Previously the Section 1 of the resolution by the General Meeting on 26.3.2013 regarding the establishment of the permanent Shareholders’ Nomination Committee red as follows:

 

1. Purpose and tasks of the Nomination Committee

 

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.

 

17. Proposal of the Board of Directors to the General Meeting to carry out a reverse share split pursuant to the Chapter 15, Section 9 of the Limited Liability Companies Act

 

Suominen Corporation’s (“Company”) Board of Directors proposes to the Annual General Meeting that the number of all shares in the Company shall be reduced without reducing share capital in a reverse share split procedure pursuant to the Chapter 15, Section 9 of the Limited Liability Companies Act (624/2005) (“Companies Act”) so that each five (5) shares shall be merged as one (1) share. The purpose of merging the shares is to increase the interest for the Company’s shares, facilitate the trade in the shares and to increase flexibility in connection of possible payment of dividend. The Board of Directors holds that increasing the interest for the shares and flexibility in Company’s capability to pay dividend by merging shares is in the interest of the Company and all of its shareholders and that the Company therefore has a weighty financial reasons for the reverse share split and the related redemption of shares. 

 

The reverse share split shall be carried out by redeeming, in deviation from the proportional shareholdings of shareholders, without compensation from all of the Company’s shareholders pursuant to the Chapter 15, Section 9 of the Companies Act a number of shares corresponding to the outcome of multiplying on the reverse split date the number of shares on shareholders’ each book-entry account by reverse split coefficient 4/5 (“Reverse Split Ratio”) i.e. for each existing five (5) shares, four (4) shares shall be redeemed. Shares owned by each shareholder shall be determined separately for each book-entry account. In case the number of shares in book-entry account is not divisible by the Reverse Split Ratio, the number of shares to be redeemed shall be rounded up to the nearest whole share. The fraction of share redeemed due to the rounding-up, shall be paid to the respective shareholder in money as detailed below. If a shareholder owns less than five (5) shares, all of the shares owned by the shareholder in the Company shall be redeemed. The shares will be sold on behalf of the shareholder and the proceeds from the sale will be paid to the shareholder in a same way as the proceeds acquired from the sale of fractions of shares redeemed due to the rounding-up.

 

The shares redeemed as part of the reverse share split shall be cancelled immediately in connection with the redemption with the exception of the aforementioned fractions of shares redeemed due to the rounding-up which will be merged and sold on behalf of the respective shareholders as detailed below. The reverse share split does not concern Company’s treasury shares the number of which the procedure does not reduce. Based on the situation on the date of this notice to the General Meeting, the total amount of shares to be redeemed without payment and immediately cancelled is maximum of 201,209,384 excluding the fractions of shares redeemed due to the rounding-up.

 

After the reverse split the Company shall without delay sell the shares merged from the fractions of shares redeemed due to the rounding-up on the Nasdaq Helsinki Oy securities exchange on behalf of the respective shareholders. The proceeds acquired by the sale of shares shall be paid to the shareholders in proportion to the difference between the number of shares redeemed from each shareholder and the number that would have been redeemed in absence of rounding-up. Interest shall be paid on the proceeds for the period between redemption and the time of payment of the proceeds pursuant to the reference rate referred to in Section 12 of the Finnish Interest Act.

 

On the date of the Notice to the Annual General Meeting 20,268 Company’s shares are entered into a joint account opened in connection of establishment of the Company. The joint account shall be handled as a singled book-entry account in connection with the reverse share split and the payment based on rounding-up pursuant to the Chapter 15, Section 9 of the Companies Act shall be deposited pursuant to the Chapter 15, Section 9, paragraph 2 of the Companies Act. In case in the future an entry in the book-entry system is required in relation to the shares on the joint account and the person requiring such entry has the right to shares on the joint account, one (1) share for each five (5) shares shall be assigned. The amount of compensation based on possible rounding-up is determined based on the compensations paid in connection with the reverse share split and the date of the redemption shall be the date when the request for entry into the book-entry system was presented. The compensation based on the rounding-up shall be paid in the manner decided by the Board of Directors either from the deposit mentioned above or from the assets of the Company.

 

The reverse split date is 21 March 2016, pursuant to which the right to proceeds acquired from the sale of shares redeemed due to the rounding-up is determined. The reverse split shall be executed in the book-entry system after the close of trading on the reverse split date. The new total amount of shares shall be registered in the Trade Register on or about on 22 March 2016 and the trading with new total number of shares shall commence on or about on 22 March 2016. Proceeds acquired from the sale of shares redeemed due to the rounding-up shall be paid to shareholders entitled thereto on or about 31 March 2016.

 

Before carrying out the reverse share split the Company shall, if needed, sell on the Nasdaq Helsinki Oy securities exchange such number of Company’s treasury shares that the total number of shares in the Company held by other parties than the Company itself before carrying out the reverse share split is divisible by the Reverse Split Ratio.

 

The holders of the Convertible Hybrid Bond that the Company issued on 10 February 2014 have equal rights with the shareholders in connection with the reverse share split so that conversion rate of the bond and the capitalized interest to shares is 2.5 euros after the reverse share split, the total amount of shares based on conversion of the bond is 8,660,000 and the minimum amount of shares to be issued in connection of each conversion is 40,000 to correspond the Reverse Split Ratio.

 

In case the General Meeting approves the reverse share split, the Board of Directors shall adjust Company’s share based incentive plans so that the reverse share split shall be taken into account.

 

The procedure shall not require actions from the shareholders.

 

18. Authorizing the Board of Directors to decide on the repurchase of the company's own shares

 

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized 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 4,000,000 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 2017 and it revokes all earlier authorizations to repurchase company’s owns shares.

 

In case the General Meeting does not approve the reverse share split pursuant to the proposal by the Board of Directors, the number of shares pursuant to the authorization shall be increases so that the authorization shall apply to total maximum of 2,000,000 shares.

 

In case the General Meeting approves the reverse share split applying other reverse split ratio than the one proposed by the Board of Directors, the  proposal for the authorization shall be amended so so that it corresponds number of shares, which equals 0,8 percent of the total number of shares after the reverse share split.

 

19. Authorizing the Board of Directors to decide on the share issue and granting of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act

 

The Board of Directors proposes to the General Meeting that the Board of Directors shall 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 options and other 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, for example, using the shares as consideration in possible acquisitions or other arrangements related to the company’s business, as financing for investments, using 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 without payment to the company itself.

 

2. Share issue against payment and without payment

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 without payment (“Share Issue Without Payment”). A directed share issue may be a Share Issue Without Payment 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

New shares may be issued and/or company’s own shares held by the company or its group company may be conveyed at the maximum amount of 5,000,000 shares in aggregate.

 

4. Granting of options and other special rights

The Board of Directors may grant options and other 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”). However, options and other special rights referred to in Chapter 10, Section 1 of the Companies Act cannot be granted as part of the company’s remuneration plan.

 

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 options and other special rights granted by the company is 5,000,000 shares in total which number is included in the maximum number stated in section 3 above.

 

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 authorizations shall revoke all earlier authorizations regarding share issue and issuance of special rights entitling to shares. The Board of Directors shall decide on all other terms and conditions related to the authorizations. The authorizations shall be valid until 30 June 2019.

 

In case the General Meeting does not approve the reverse share split pursuant to the proposal by the Board of Directors, the number of shares pursuant to the authorization shall be increases so that the authorization shall apply to total maximum of 25,000,000 shares.

 

In case the General Meeting approves the reverse share split applying other reverse split ratio than the one proposed by the Board of Directors, the proposal for the authorization shall be amended so that it corresponds number of shares, which equals 9,9 percent of the total number of shares after the reverse share split.

 

20. Closing of the meeting

 

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

 

The above-mentioned proposals for resolution as well as this notice are available on Suominen Corporation’s website at www.suominen.fi. Suominen Corporation’s annual report, financial statements, the report of the Board of Directors and the auditor's report are available on the above-mentioned website no later than 24 February 2016. The proposals for resolutions and documents related to the financial statements are also available at the General Meeting. The minutes of the meeting will be available on the above-mentioned website no later than 30 March 2016.

 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

 

1. The right to participate and registration

 

Each shareholder who is registered on 4 March 2016 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of the company.

 

A shareholder, who wishes to participate in the Annual General Meeting, shall register for the meeting no later than 11 March 2016 before 4.00 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the abovementioned date and time. Such notice can be given:

 

a) by e-mail to the address agm@suominencorp.com

b) by telephone +358 (0)10 214 3551, Monday-Friday between 8.00 a.m. and 4.00 p.m.

c) by regular mail to Suominen Corporation, Itämerentori 2, FI-00180 Helsinki, Finland

d) by fax +358 (0)9 773 1109

 

In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative.

 

The personal data given by the shareholders to Suominen Corporation are used only in connection with the General Meeting and with the processing of any related necessary registrations.

 

2. Holders of nominee registered shares

 

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of the shares on the basis of which he/she would have the right to be registered on 4 March 2016 in the shareholders' register maintained by Euroclear Finland Ltd. The right to participate requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register maintained by Euroclear Finland Ltd at the latest by 11 March 2016, by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

 

A holder of nominee registered shares is advised to request without delay from his/her custodian bank the necessary instructions regarding the temporary registration in the shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting. The account manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders' register of the company at the latest by the date and time mentioned above.

 

3. Proxy representative and powers of attorney

 

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.

 

Possible proxy documents should be delivered in originals to Suominen Corporation, Itämerentori 2, FI-00180 Helsinki, Finland before the last date for registration.

 

4. Other information

 

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

 

On 29 January 2016, the total number of shares and votes in Suominen Corporation is 252,425,616.

 

Helsinki, 29 January 2016

 

SUOMINEN CORPORATION

Board of Directors



Suominen in brief

Suominen manufactures nonwovens as roll goods for wipes as well as for medical and hygiene products. The end products made of Suominen’s nonwovens - wet wipes, feminine care products and swabs, for instance - bring added value to the daily life of consumers worldwide. Suominen is the global market leader in nonwovens for wipes and employs over 600 people in Europe and in the Americas. Suominen’s net sales in 2015 amounted to MEUR 444.0 and operating profit excluding non-recurring items to MEUR 31.2. The Suominen share (SUY1V) is listed in Nasdaq Helsinki Stock Exchange (Mid Cap). Read more at www.suominen.fi.



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