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 2007suominen_option_rights_2007.pdf
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