Annual General Meeting of Suominen Corporation and organisation of the Board
The Annual General Meeting of Suominen Corporation approved the financial
statements and consolidated financial statements for the financial year 2006 and
released the members of the Board of Directors and the President and CEO from
liability. The Meeting decided that a dividend of EUR 0.06 per share be paid for
2006. The Meeting approved the proposal of the Board of Directors to partially
amend the current Articles of Association. The Meeting approved the Board of
Directors' proposal concerning the granting of stock options and authorised the
Board of Directors to decide on acquisition and conveyance of the Company's own
shares.
The Annual General Meeting of Shareholders was held today on 29 March 2007. The
Meeting was opened by the Chairman of the Board of Directors, Mr. Mikko Maijala,
and chaired by Attorney-at-law, Mr. Pekka Merilampi.
FINANCIAL STATEMENTS
The Annual General Meeting approved the financial statements and consolidated
financial statements for the financial year 1 January - 31 December 2006 and
released the members of the Board of Directors and the President and CEO from
liability for the period.
DIVIDEND
The Annual General Meeting decided that a dividend of EUR 0.06 be paid for the
year 2006 on the maximum of 23 668 991 shares. The dividend will be paid to a
shareholder registered in the Company's Register of Shareholders' maintained by
Finnish Central Securities Depository Ltd. on the record date 3 April 2007. No
dividend will be paid on own shares held by the Company on the record date. The
dividend will be paid on 12 April 2007.
THE BOARD OF DIRECTORS AND AUDITORS
The Meeting confirmed the number of members of the Board of Directors six. The
Meeting elected Heikki Bergholm, Kai Hannus, Pekka Laaksonen, Juhani Lassila,
Mikko Maijala and Heikki Mairinoja to the Board of Directors for the next term
of office in accordance with the Articles of Association. The Board of Directors
held an initial meeting after the Annual General Meeting and elected Mikko
Maijala as its Chairman and Pekka Laaksonen as Deputy Chairman.
PricewaterhouseCoopers Oy, Authorised Public Accountants, were re-elected as
auditors for the term expiring at the close of the next Annual General Meeting.
AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Annual General Meeting approved the proposal of the Board of Directors to
partially amend the current Articles of Association. The main content of the
amendments is the following:
1) Article 3 concerning the minimum and maximum share capital and the number of
shares shall be deleted.
2) Article 4 concerning the book-entry system shall be amended so that all other
provisions except for the reference that the Company's shares belong to
book-entry system shall be deleted.
3) Article 8 of Articles of Association shall be amended so that instead of
using the term signing the Company name the term “right to represent the
Company” adopted in the new Companies Act shall be used.
4) Article 12 of the Articles of Association shall be amended so that the
invitation to the General Meeting of Shareholders shall be published not later
than 17 days prior to the General Meeting of Shareholders.
5) Point 1 of Article 14 of the Articles of Association shall be amended so that
financial statements, including the consolidated financial statements, and the
report of the Board of Directors shall be presented at the Annual General
Meeting of Shareholders and points 3 and 4 so that at the Annual General Meeting
of Shareholders the adoption of the financial statements and the consolidated
financial statements and the allocation of profit shown in the adopted balance
sheet shall be decided upon.
PROPOSAL BY THE BOARD OF DIRECTORS TO ISSUE STOCK OPTIONS
The Annual General Meeting approved the proposal of the Board of Directors to
issue stock options. The main content of the proposal is the following:
A maximum of 200 000 stock options shall be granted which entitle to subscribe
for altogether a maximum of 200 000 new shares of Suominen Corporation.
Of the stock options 100 000 shall be marked with the symbol 2007A and 100 000
with the symbol 2007B. The stock options shall be issued in the book-entry
system. The Board of Directors shall decide on the related procedure and time
schedule.
As decided by the Board of Directors, the stock options shall be granted for no
consideration to the members of the Executive Team of the Company. The
pre-emption right of the shareholders shall be waived because the stock options
are intended to form a part of the Group's incentive program and therefore it is
considered that there is a weighty financial reason for the Company to do so.
Each stock option entitles its holder to subscribe for one (1) new Company's
share. As a result of the subscriptions, the number of the Company shares may be
increased by a maximum of 200 000 new shares. The share subscription price shall
be recognised in the invested non-restricted equity fund.
The share subscription period shall be for stock option 2007A 2 May 2009 - 30
October 2010 and for stock option 2007B 2 May 2010 - 30 October 2011. The Board
of Directors of the Company may decide to advance the beginning of the share
subscription period for the stock options.
The subscription price shall be for stock option 2007A the trade volume weighted
average quotation of the Company share on the Helsinki Stock Exchange in May
2007 rounded to the nearest cent and for stock option 2007B the trade volume
weighted average quotation of the Company share on the Helsinki Stock Exchange
in May 2008 rounded to the nearest cent. The subscription price of stock options
shall be reduced in case the Company distributes dividends or funds from the
non-restricted equity fund or in case the Company reduces its share capital by
distributing share capital to its shareholders. The subscription price per share
must nevertheless always be at least EUR 0.01.
AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE
COMPANY'S OWN SHARES
The Annual General Meeting approved the proposal of the Board of Directors to
authorise the Board of Directors to decide on the repurchase of a maximum of
1 186 000 of the Company's own shares. The repurchase authorisation is valid
for 18 months after the decision of the General Meeting.
The shares shall be repurchased for use as consideration in future acquisitions
or other arrangements related to the Company's business, as financing for
investments or as part of the Company's incentive program or to be held by the
Company, to be conveyed by other means or to be cancelled. 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 public trading on the
Helsinki Stock Exchange at the market price prevailing at the time of
acquisition.
AUTHORISATION OF THE BOARD OF DIRECTORS TO DECIDE ON THE CONVEYANCE OF THE
COMPANY'S OWN SHARES
The Annual General Meeting approved the proposal of the Board of Directors to
authorise the Board of Directors to decide on the conveyance of a maximum of
1 237 000 of the Company's own shares held by the Company. The authorisation on
conveying is valid for 18 months after the end of the General Meeting.
The Company's own shares held by the Company may be conveyed either against
payment or for free. The shares may be conveyed to the Company's shareholders in
proportion to their current shareholdings in the Company or 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 using the shares as
consideration in future acquisitions or other arrangements related to the
Company's business, as financing investments or as part of the Company's
incentive program.
MINUTES OF THE MEETING
The minutes of the meeting are available to shareholders at the Company's head
office as of 12 April 2007.
Helsinki, 29 March 2007
SUOMINEN CORPORATION
Kalle Tanhuanpää
President and CEO
For additional information, please contact
Mr. Kalle Tanhuapää, President and CEO, tel. +358 10 214 300.
Appendix: Suominen Corporation's stock option plan 2007
suominen_option_rights_2007.pdf
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