Suominen Corporation Stock Exchange Release 24 January 2018 at 3:30 pm 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 Suominen Corporation’s shareholders proposes to the Annual General Meeting that the number of Board members remains unchanged and would be six (6).
The Nomination Board proposes to the Annual General Meeting that the current members of the Board: Mr. Jan Johansson, 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 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 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 Board of Directors remains unchanged and would be as follows: 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. 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 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 2017, 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, representing Oy Etra Invest Ab; and Mr. Reima Rytsölä, Executive Vice-President, Investments, of Varma Mutual Pension Insurance Company, representing Varma. Jan Johansson, 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 2018.
Nina Kopola, President & CEO
For additional information please contact Thomas Ahlström, Chair of the Nomination Board of Suominen Corporation, tel. +358 50 550 2330