The Annual General Meeting of Shareholders of Suominen Corporation
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION The Board of Directors of Suominen Corporation has on 11 February 2008 decided to convene the Annual General Meeting of Shareholders to be held on Thursday 27 March 2008. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION The shareholders of Suominen Corporation are invited to attend the Annual General Meeting of Shareholders which will be held on Thursday 27 March 2008 at 2.00 p.m. in the Finlandia Hall's Elissa Hall, Mannerheimintie 13 e, Helsinki. The following issues shall be on the agenda of the Meeting: 1. THE ISSUES PERTAINING TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS UNDER ARTICLE 3 OF THE COMPANIES ACT CHAPTER 5 AND ARTICLE 13 OF THE ARTICLES OF ASSOCIATION 2. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT REPURCHASE AUTHORISATION TO THE BOARD OF DIRECTORS The Board of Directors proposes that the General Meeting would authorise the Board of Directors to decide on a repurchase of a maximum of 1,186,000 of the Company's own shares. The repurchase authorisation shall be 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 OMX Nordic Exchange at the market price prevailing at the time of acquisition. 3. PROPOSAL OF THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON CONVEYING OWN SHARES The Board of Directors proposes that the General Meeting would authorise the Board of Directors to decide on conveying a maximum of 1,222,000 of the Company's own shares held by the Company. The authorisation on conveying shall be 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. THE BOARD OF DIRECTORS AND AUDITOR Shareholders representing over 28 per cent of all votes in the Company have informed that they will propose to the Annual General Meeting that the number of members of the Board of Directors be confirmed six, and that all the present members i.e. Heikki Bergholm, Kai Hannus, Pekka Laaksonen, Juhani Lassila, Mikko Maijala and Heikki Mairinoja be re-elected, and the present auditors, PricewaterhouseCoopers Oy, Authorised Public Accountants, with Heikki Lassila, APA, as the principal auditor, be re-elected for the next term of office in accordance with the Articles of Association. DOCUMENTS ON VIEW The financial statements and the proposals of the Board of Directors will be available for shareholders with the beginning on 10 March 2008 at the head office of the Company, address: Vestonkatu 24, FI-33580 Tampere. Copies of the documents will be sent to shareholders on request. RIGHT TO ATTEND Shareholders who are entered in the Company's Register of Shareholders maintained by Finnish Central Securities Depository Ltd. on Monday 17 March 2008 are entitled to attend the Annual General Meeting. Shareholders who hold their shares under a name of a nominee must contact their bank, broker or other custodian to be temporarily recorded in the Register of Shareholders so that the recording is effective on 17 March 2008. NOTIFICATION Shareholders who wish to attend the Annual General Meeting of Shareholders must notify the Company of their intention to attend by Wednesday 19 March 2008 before 4.00 p.m., either in writing to Suominen Corporation, P.O. Box 380, FI-33101 Tampere, or by telephone at +358 (0)10 214 3535/Minna Lehtonen, or by fax at +358 (0)10 214 3536 or by e-mail at minna.lehtonen@suominen.fi. The notification must reach the Company before the end of the notification period. Shareholders are kindly requested to deliver any powers of attorney to the above-mentioned address before the end of the notification period. PAYMENT OF THE DIVIDEND The Board of Directors proposes to the Annual General Meeting of Shareholders that no dividend be paid on account of the confirmed balance sheet for 2007. In Helsinki, 11 February 2008 SUOMINEN CORPORATION Board of Directors For additional information please contact Mr. Kalle Tanhuanpää, President and CEO, tel. +358 (0)10 214 300.
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