Suominen Corporation Stock Exchange Release 10 January 2014 at 10.35 (EET)
NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF SUOMINEN CORPORATION
Notice is hereby given that an Extraordinary General Meeting of the Shareholders of Suominen Corporation (the “Company”) will be held on Friday, 31 January 2014 at 4.00 p.m., at Finlandia Hall (Aurora-hall), at the address Mannerheimintie 13 e, 00100 Helsinki, Finland. The reception of registered attendants will commence at 3.00 p.m.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons 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. The convertible hybrid bond arrangement and the relevant proposal by the Board of Directors on authorizing the Board to decide on granting of stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act
Background information related to the convertible hybrid bond arrangement
On 10 January 2014, the Company entered into an agreement with Ahlstrom Corporation concerning the purchase of Ahlstrom Corporation’s wipes fabrics business operations in Brazil. Initially, these business operations were included in the transaction concerning Ahlstrom Corporation’s Home and Personal Business Area executed in 2011. However, due to a delay in receiving approvals from the authorities, the operations in Brazil were left out of the 2011 transaction.
The Company intends to finance the sale and purchase agreed on 10 January 2014 through, among others, the issuance of a hybrid bond with the maximum value of EUR 17,500,000. Ahlstrom Corporation has committed to subscribe for hybrid bond notes not subscribed for by other investors. The completion of the sale and purchase is conditional upon the Extraordinary General Meeting of the Shareholders of the Company deciding to authorize the Board to decide on granting of stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act as set out below.
Authorizing the Board of Directors to decide on granting of stock options and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act
With reference to the hybrid bond arrangement described above, the Board of Directors proposes to the General Meeting that the General Meeting authorizes the Board to decide on the granting of stock options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act (the “Special Rights”). The Board of Directors may grant the Special Rights all at once or through a series of multiple grants. The Special Rights carry the right to receive against payment new shares in the Company or own shares held by the Company. A Special Right may also be granted to a creditor of the Company on the condition that the creditor’s receivables are used to set off against the subscription price of the shares.
The purpose of the hybrid bond is to finance the purchase of Ahlstrom Corporation’s Brazilian wipes fabrics business operations. Thus,the Company has a weighty financial reason to issue the hybrid bond and grant the related Special Rights.
The maximum number of new shares in the Company that may be subscribed and/or own shares held by the Company that may be conveyed by virtue of the Special Rights granted by the Company is 43,330,000 shares in total.
The Board of Directors shall decide on all other terms and conditions related to the granting of the Special Rights.
The authorization shall be valid until further notice, however not more than five (5) years after the decision by the General Meeting. The authorization shall not revoke the previous authorizations for granting of stock options and other special rights entitling to shares.
The main terms and conditions of the hybrid bond arrangement and the proposal by the Board of Directors on authorizing the Board to decide on granting of the Special Rights will be published at the Company’s website at www.suominen.fi.
7. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
This notice, the proposal by the Board of Directors and the main terms and conditions of the hybrid bond arrangement are available at the Company’s website at www.suominen.fi. The following additional materials may also be accessed on the Company’s website: the Company’s 2012 annual report, including the Company’s latest financial statements, consolidated financial statements, the report of the Board of Directors and the auditor’s report, as well as interim reports prepared after the end of the financial period 2012, the statement by the Board of Directors on the events occurring after the preparation of the latest interim report that have a material effect on the state of the Company, and the minutes of the Company’s Annual General Meeting held on 26 March 2013. These documents will also be available at the Extraordinary General Meeting. Minutes of the Extraordinary General Meeting will be made available on the Company’s website on 14 February 2014 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. The right to participate and registration
Every shareholder registered as of 21 January 2014 in the Company’s shareholders’ register held by Euroclear Finland Ltd has the right to participate in the Extraordinary General Meeting. All shareholders having shares registered in his or her personal Finnish book-entry account is registered in the Company’s shareholders' register.
Any shareholder wishing to participate in the Extraordinary General Meeting must register for the Meeting no later than 21 January 2014 before 4 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 firstname.lastname@example.org
b) by telephone +358 (0)10 214 3551, Monday-Friday between 8 a.m. and 4 p.m.
c) by regular mail to Suominen Corporation, Itämerentori 2, 00180 Helsinki, Finland
d) by fax +358 (0)9 773 1109.
In connection with the registration, a shareholder should give notice of his or her name, personal identification number, address, telephone number and, if applicable, the name and personal identification number of his or her assistant or proxy representative.
The personal data given by the shareholders to the Company will be used only in connection with the General Meeting and with the processing of any related necessary registrations.
2. Holders of nominee registered shares
Any holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of the shares on the basis of which he or she would have the right to be registered on 21 January 2014 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 28 January 2014, by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the General Meeting.
A holder of nominee registered shares is advised to request without delay from his or her custodian bank the necessary instructions regarding the temporary registration in the shareholders' register, the issuing of proxy documents and registration for the Extraordinary General Meeting. The account manager of the custodian bank must register any holder of nominee registered shares wishing to participate in Extraordinary General Meeting temporarily into the Company’s shareholders' register by the date and time mentioned above at the latest.
3. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his or her rights at the meeting by way of proxy representation. A proxy representative must produce a dated proxy document or otherwise demonstrate reliably his or her right to represent the shareholder. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.
Possible proxy documents should be delivered in originals to Suominen Corporation, Itämerentori 2, 00180 Helsinki, Finland before the last date for registration.
4. Other information
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, any shareholder present at the General Meeting is entitled to request information about the matters to be considered at the meeting.
On 10 January 2014, the total number of shares and votes in the Company is 247,934,122.
Helsinki, 10 January 2014
Board of Directors
For additional information, please contact:
Ms. Nina Kopola, President and CEO, tel. +358 (0)10 214 300
Mr. Tapio Engström, Senior Vice President and CFO, tel. +358 (0)10 214 300
NASDAQ OMX Helsinki Ltd