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Proposals by the Nomination Board to the Annual General Meeting of Suominen Corporation

Suominen Corporation   Stock Exchange Release 26 January 2017 at 9:00 am EET

Proposals by the Nomination Board to the Annual General Meeting of Suominen Corporation

Proposal on the number of the members, on the composition, and on the Chair of the Board of Directors

The Nomination Board of the shareholders of Suominen Corporation’s proposes to the Annual General Meeting that the number of board members remains unchanged at six (6). Further, the Nomination Board proposes that out of the current members of the Board, Mr. Andreas Ahlström, Mr. Risto Anttonen, Mr. Hannu Kasurinen, Ms. Laura Raitio and Ms. Jaana Tuominen would be re-elected as members of Suominen Corporation’s Board of Directors.

Of the current members of the Board of Directors, Mr. Jorma Eloranta has informed the Nomination Board that he is not available as a candidate for the Board of Directors.   

”My decision to resign from the Board of Directors of Suominen is not related with the company but with my personal time management. During the last five years we have achieved nice results at Suominen, and there is still a lot of development potential in the company. I am happy to hand over the baton to the next Chair of the Board”, Jorma Eloranta says.

In addition, the Nomination Board proposes that Mr. Jan Johansson would be elected as a new member to the Board of Directors.

Jan Johansson (born 1954) holds a Master of Laws degree and would add to the Board of Directors significant industry knowhow and experience relevant to Suominen, since he has acted as the President & CEO of Svenska Cellulosa Aktiebolaget (publ.), or SCA, in 2007-2015. Prior to that, Mr Johansson acted as President & CEO in Boliden AB (2001-2007) and has held a number of executive positions in Swedish and international companies. He is also a member of the Board in Ahlstrom Corporation and Vinda International Holdings Ltd. The photo of Jan Johansson and his resumé are attached to this release and can be retrieved also at www.suominen.fi.

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 Director 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.

The Nomination Board of Suominen proposes to the Annual General Meeting that Jan Johansson would be elected as the Chair of the Board of Directors.

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 members of the Board of Directors remains unchanged, with the exception of the remuneration of the Chair of the Board. The annual fee of the Chair would be increased by EUR 10,000. According to the proposal, the Chair would 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 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 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 will be paid in accordance with the company's valid travel policy.

The composition of the Nomination Board

The representatives of the Nomination Board are, as of 2 September 2016, Mr. Thomas Ahlström, member of the Board of Directors of Ahlström Capital and Managing Director of Antti Ahlström Perilliset Oy, representing AC Invest Two B.V.; Mr. Erkki Etola, CEO of Oy Etra Invest Ab; and Mr. Reima Rytsölä, Executive Vice-President, Investments, of Varma Mutual Pension Insurance Company. Jorma Eloranta, Chair of Suominen’s Board of Directors, serves 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.

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 15 March 2017.

Suominen Corporation
Nina Kopola, President & CEO

For additional information please contact Thomas Ahlström, Chair of the Nomination Board of Suominen Corporation, tel. +358 50 550 2330

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