RESOLUTIONS PASSED BY SUOMINEN CORPORATION'S ANNUAL GENERAL MEETING
SUOMINEN CORPORATION STOCK EXCHANGE RELEASE 23 MARCH 2010 AT 5.30 P.M.
RESOLUTIONS PASSED BY SUOMINEN CORPORATION'S ANNUAL GENERAL MEETING
The Annual General Meeting of Suominen Corporation approved the financial
statements of the parent company and the Group for the financial year 2009 and
released the members of the Board of Directors and the President and CEO from
liability. The Meeting decided that a dividend of EUR 0.02 per share be paid for
the financial year 2009. The Meeting approved the Board of Directors' proposal
to amend the Article 11 of the Articles of Association and authorised the Board
of Directors to decide on repurchase and conveyance of the company's own shares.
The Annual General Meeting of Shareholders was held today on 23 March 2010. The
Meeting was opened by the Chairman of the Board of Directors, Mr. Mikko Maijala,
and chaired by Attorney-at-law, Mr. Jukka Laitasalo.
FINANCIAL STATEMENTS
The Annual General Meeting approved the financial statements of the parent
company and the Group for the financial year 1 January - 31 December 2009 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 0.02 per share be paid
for the financial year 2009. The dividend will be paid to a shareholder
registered in the company's Register of Shareholders' maintained by Euroclear
Finland Ltd. on the record date 26 March 2010. No dividend will be paid on own
shares held by the company on the record date. The dividend will be paid on 9
April 2010.
COMPOSITION OF THE BOARD OF DIRECTORS AND REMUNERATION
The Annual General Meeting confirmed the number of members of the Board of
Directors six (6). The Meeting elected Heikki Bergholm, Kai Hannus, Suvi
Hintsanen, 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 Heikki Mairinoja
as Deputy Chairman.
The Meeting decided that the yearly remuneration of the members of the Board of
Directors remain at EUR 30,000 for the Chairman, EUR 22,500 for the Deputy
Chairman, and EUR 18,750 for the other members. A total of 40 per cent of these
sums will be used to acquire the company's own shares.
THE AUDITOR
PricewaterhouseCoopers Oy, Authorised Public Accountants, were re-elected as
auditors for the term expiring at the close of the next Annual General Meeting.
The audit fee will be paid on the basis of an approved invoice.
AMENDMENT OF THE ARTICLE 11 OF THE ARTICLES OF ASSOCIATION
The Annual General meeting approved the proposal of the Board of Directors that
the Article 11 of the Articles of Association be amended so that an invitation
to the General Meeting of Shareholders shall be delivered three weeks before the
General Meeting of Shareholders, however, not later than nine days before the
record date of the General Meeting of Shareholders.
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
200,000 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 to improve company's capital structure and/or to
be used as consideration in future acquisitions or other arrangements related to
the company's business or as part of the company's incentive program, and/or to
finance investments. Shares may be held, cancelled or conveyed by the company.
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 NASDAQ OMX Helsinki Ltd 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
200,682 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 will be available on the company's website at
www.suominen.fi as from 6 April 2010 at the latest.
Tampere, 23 March 2010
SUOMINEN CORPORATION
Petri Rolig
President and CEO
For additional information, please contact
Mr. Petri Rolig, President and CEO, tel. +358 (0)10 214 300
Mr. Arto Kiiskinen, Vice President and CFO, tel. +358 (0)10 214 300
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