Suominen Corporation Stock exchange release 29 January 2015 at 9:30am (EET)
PROPOSALS BY THE NOMINATION BOARD TO THE ANNUAL GENERAL MEETING OF SUOMINEN CORPORATION
The Nomination Board of the shareholders of Suominen Corporation’s proposes to the Annual General Meeting that the number of board members increases from the current five (5) to six (6). Further, the Nomination Board proposes that Mr Jorma Eloranta, Mr Risto Anttonen, Mr Hannu Kasurinen and Ms Jaana Tuominen would be re-elected as members of Suominen Corporation’s Board of Directors.
Further, the Nomination Board proposes that Mr Andreas Ahlström and Ms Laura Raitio would be elected as new members of the Board of Directors.
Mr Ahlström has acted as Investment Manager at Ahlström Capital Oy since 2009. Additionally, he is currently a Chair of the Board of Directors at Frangible Safety Posts and a member of the Board of Directors of Ripasso Energy and Scandinavian Biogas. Mr Ahlström, M Sc (Economics and Administration), was born in 1976 and he is a Finnish citizen.
MS Laura Raitio has acted as CEO of Diacor terveyspalvelut Oy since 2014 and prior to that in several leadership and managerial positions in Ahlstrom Group since 1990’s. Ms Raitio is a member of the Board of Directors of Neste Oil and Terveyspalvelualojen liitto ry (in Confederation of Finnish Industries EK). MS Raitio was born in 1962 and she is Finnish citizen.
Ms Suvi Hintsanen, member of the Board of Directors of Suominen Corporation, has informed the Nomination Board that she is no longer available as a candidate to continue in the Board of Directors of Suominen.
The Nomination Board recommends that the new Board of Directors, if elected by the general meeting in accordance with the proposal by the Nomination Board, elects Jorma Eloranta as Chair of the Board and Risto Anttonen as Vice Chair of the Board.
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, AC Invest Two B.V: is a group company of Ahlström Capital.
The candidate information relevant considering their service for the Board of Directors is presented at the company website www.suominen.fi. In addition, the curriculum vitaes and a photos of Andreas Ahlström and Laura Raitio are attached to this release.
Proposal on the Board remuneration
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 Chair would be paid an annual fee of EUR 50,000, 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. The Nomination Board proposes that 60% of the remuneration be 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 OMX Helsinki Oy, 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 2015 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 5 June 2015 at the latest.
Compensation for expenses will be paid in accordance with the company's valid travel policy.
The Nomination Board of the shareholders of Suominen Corporation consists of the representatives of the three largest shareholders of the company by the decision made by the Annual General Meeting. As of 13 October the Nomination Board consists of Mr Thomas Ahlström,Managing Director of Antti Ahlström Perilliset Oy and a member of the Board of Directors at Ahlström Capital Oy; representing AC Invest Two B.V. in the Nomination Board; Mr Timo Ritakallio, Deputy CEO of Ilmarinen Mutual Pension Insurance Company and Mr Reima Rytsölä, Chief Investment Officer of Varma Mutual Pension Insurance Company. Mr Jorma Eloranta, Chair of Suominen’s Board of Directors, acts as the fourth member of the Nomination Board. Thomas Ahlström acts as the Chair of the Nomination Board.
All of the proposals made by the Nomination Board were unanimous. Jorma Eloranta, Chair of the Board of Directors of Suominen, did not take part in decision-making concerning the remuneration of the Board of Directors. Further, he did not attend the decision-making related to the Nomination Board's recommendation on the Chair of the Board.
The Board of Directors of Suominen Corporation will include the proposals submitted by the Nomination Board to the Notice of the Annual General Meeting of Suominen which will be published at a later date. The Annual General Meeting of Suominen Corporation is scheduled to be held on 19 March 2015.
Nina Kopola, President & CEO
For additional information please contact:
Thomas Ahlström, Chair of the Nomination Board of Suominen Corporation, tel. +358 50 550 2330
NASDAQ OMX Helsinki Ltd.
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 approximately 600 people in Europe and in the Americas. Suominen’s net sales in 2013 amounted to MEUR 373.7 and operating profit excluding non-recurring items to MEUR 19.4 (continuing operations). The Suominen share (SUY1V) is listed in NASDAQ OMX Helsinki Stock Exchange. Read more at www.suominen.fi.