• Home
• Newsroom
• NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION

Tampere, Finland, 2011-08-19 12:00 CEST (GLOBE NEWSWIRE) -- Suominen Corporation                        Stock exchange release 19 August 2011 at 1:00 p.m.

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION

Notice is hereby given to the shareholders of Suominen Corporation of the Extraordinary General Meeting which is to be held on Monday 12 September 2011 at 10:00 a.m. in Elissa Hall at Finlandia Hall, Mannerheimintie 13 e, 00100 Helsinki. Entrance is either from Mannerheimintie on door M4 or from Karamzininkatu on door K4. The reception for persons who have registered for the meeting will commence at 9:00 a.m.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and the list of votes

6. Authorising the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Extraordinary General Meeting would authorise the Board of Directors to decide on the issuance of new shares subject to the following terms and conditions:

By virtue of the authorisation, the Board of Directors shall be entitled to decide on the issuance of a maximum of 280,000,000 new shares in one or more share issues against payment. The subscription price of the shares that are issued by virtue of the authorisation shall be EUR 0.45. The subscription price of the shares shall be credited to the reserve for invested unrestricted equity.

The Board of Directors has the right to decide on a directed issue in deviation from the shareholders' pre-emptive right, if there is a weighty financial reason for the company to do so.

By virtue of the authorisation, the Board of Directors is authorised to decide on all other terms and conditions of the share issue.

The Board of Directors will utilise the authorisation for the purposes of a share issue that is required by the transaction between the company and Ahlstrom Corporation, published on 4 August 2011. It has been agreed, as part of the acquisition, that the company shall arrange a share issue in which a minimum of 188.888.889 and a maximum of 266.666.667 new shares will be issued.

The Board of Directors has received written commitments for a subscription into new shares in the share issue related to the transaction from the following shareholders of the company and investors: Ahlstrom Corporation, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited, Finnish Industry Investment Ltd, Tapiola Mutual Pension Insurance Company, Oy Etra Invest Ab, Evald and Hilda Nissi Foundation, Heikki Bergholm, and Mikko Maijala alongside corporations under his control. The commitments to subscribe amount to a total of EUR 80,265,000 and they are given on the condition that the conditions for competition authorities’ approval set on the completion of the aforementioned transaction are either fulfilled or are waived. If the aggregate subscription price for all of the shares that are subscribed to in the share issue exceeds EUR 95,000,000, then the commitment to subscribe to shares in the amount of EUR 30,000,000 given by Ahlstrom Corporation shall be decreased by the total amount that exceeds EUR 95,000,000. Ahlstrom Corporation has, however, committed to subscribe to at least the amount of shares necessary in order to guarantee that Ahlstrom Corporation’s ownership in the company is at least 20 % after the share issue.

The Board of Directors shall decide on the procedure that will result from a potential oversubscription in the share issue. If an oversubscription in the share issue occurs, it is intended that 50,000,000 new shares will be allocated, in proportion to shareholdings, to those shareholders of the company who on the record date of the share issue, which is to be announced later, are registered in the shareholders' register of the company maintained by Euroclear Finland Ltd. After this, the new shares will be allocated to those shareholders and investors that have given the commitments to subscribe, up to the amount provided in the respective commitments to subscribe.

7. Amendment of the Articles of Association
The Board of Directors proposes that the Extraordinary General Meeting would resolve on amending the Articles of Association of the company in the following manner:

- Section 11 of the Articles of Association shall be amended in order to read as follows:

11 §
Notice of General Meeting of Shareholders
Notice of the General Meeting of Shareholders shall be announced on Company’s website no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of Shareholders, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Company may, if so decided by the Board of Directors, within the same time announce the time and place of the General Meeting of Shareholders as well as the address of the Company’s website in one newspaper.

- The second paragraph of section 12 with regard to voting restrictions is to be deleted. After the amendment section 12 shall read as follows:

12 §
Informing of participation in General Meeting of Shareholders
In order to participate in the General Meeting of Shareholders, a shareholder must inform the Company of the participation at the latest on the date mentioned in the notice. The date may not be earlier than ten (10) days before the General Meeting of Shareholders.

- Section 14 regarding the redemption obligations shall be deleted in its entirety.

According to the proposal of the Board of Directors, the resolution of the Extraordinary General Meeting regarding the amendment of the Articles of Association is conditional and will only come into effect upon the completion of the transaction between the company and Ahlstrom Corporation, announced on 4 August 2011.

8. Resolution on the remuneration of the members of the Board of Directors
Shareholders representing more than 50 % of all the votes in the company have notified the Board of Directors of their intention to propose to the General Meeting that the members of the Board of Directors elected at the Extraordinary General Meeting would be paid the following remuneration for a term of office lasting until the Annual General Meeting of 2012: EUR 31,500 for the Chairman of the Board of Directors, EUR 23,650 for the Deputy Chairman of the Board of Directors, and EUR 17,650 for each other member of the Board of Directors. In addition, each member of the Board of Directors would receive additionally an attendance allowance of EUR 500 per each meeting of the Board of Directors held in the home country of respective member, and an attendance allowance of EUR 1,000 per each meeting of the Board of Directors held elsewhere than in the home country of respective member. According to the proposal, the remuneration (excluding the attendance allowances) is to be paid so that 60 % of the remuneration is paid in cash and 40 % is paid in Suominen Corporation’s shares purchased from the market.

According to the proposal of the shareholders, the resolution of the General Meeting regarding the remuneration of the members of the Board of Directors is conditional and will only come into effect upon the completion of the transaction between the company and Ahlstrom Corporation, announced on 4 August 2011.

9. Resolution on the number of members of the Board of Directors and election of members of the Board of Directors
Shareholders representing more than 50 % of all the votes in the company have notified the Board of Directors of their intention to propose to the General Meeting that the number of members of the Board of Directors be decided to be five and that Mr. Risto Anttonen, Mr. Jorma Eloranta, Mr. Mikko Maijala, Mr. Heikki Mairinoja and Ms. Suvi Hintsanen be elected as the members of the Board of Directors. The proposed persons have given their consent to the election.

Essential information on all persons proposed as the members of the Board of Directors is presented at company’s website www.suominen.fi.

According to the proposal of the shareholders, the resolutions of the General Meeting regarding the number of members of the Board of Directors and the election of members of the Board of Directors are conditional and will only come into effect upon the completion of the transaction between the company and Ahlstrom Corporation, announced on 4 August 2011.

10. Establishment of a Nomination Committee
The Board of Directors proposes that the Extraordinary General Meeting would resolve on the establishment of a Nomination Committee comprising of shareholders or representatives of shareholders. With respect to the matter, the Board of Directors proposes that

1. The Extraordinary General Meeting resolves to establish a Nomination Committee comprising of shareholders or representatives of shareholders to prepare proposals for the following Annual General Meeting concerning the election and remuneration of the members of the Board of Directors.

2. The tasks of the Nomination Committee are:

a. to prepare the proposal for the Annual General Meeting concerning the members of the Board of Directors;

b. to prepare the proposal for the Annual General Meeting concerning the remuneration of the members of the Board of Directors;

c. to seek successor candidates to the Board of Directors; and

d. to present the proposals to the Annual General Meeting concerning the members of the Board of Directors and their remuneration.

3. The three largest shareholders or representatives of such shareholders are elected to the Nomination Committee, which in addition shall comprise the Chairman of the Board of Directors as an expert member. The right to appoint members representing shareholders is held by the three largest shareholders of the company, in terms of voting rights, that are registered on 15 November 2011 in the shareholders’ register of the company held by Euroclear Finland Ltd. Should a shareholder, who according to the Finnish Securities Markets Act is obliged to report certain changes in holdings (shareholder with a disclosure obligation), notify the company’s Board of Directors in writing of such demand by 14 November 2011 at the latest, such shareholder’s holdings in several funds or registers are added together when counting the share of votes. Should a shareholder choose not to use his right to appoint a Committee member, the right to appoint such member is transferred to the next largest shareholder registered in the shareholders’ register who would not otherwise have the right to appoint a member.

4. The Chairman of the Board of Directors convenes the Nomination Committee to its first meeting, and in this meeting the Committee elects a chairman of the Committee from among its members.

5. The Nomination Committee shall submit its proposals to the Board of Directors no later than February 1 prior to the Annual General Meeting.

6. According to the proposal of the Board of Directors, the resolution of the Extraordinary General Meeting regarding the establishment of the Nomination Committee is conditional and will only come into effect upon the completion of the transaction between the company and Ahlstrom Corporation, announced on 4 August 2011.

11. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

The abovementioned proposals for resolution on the agenda of the meeting as well as the latest financial statements, annual report and auditor’s report, the minutes of the latest Annual General Meeting, interim reports prepared after the end of the preceding financial period and a statement by the Board of Directors on the events occurring after the latest interim report and having an essential effect on the state of the company are available on the company’s website at www.suominen.fi at the latest on 22 August 2011. The proposals for resolution and the other abovementioned documents are also available at the meeting, and copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the abovementioned website as from 26 September 2011 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1. The right to participate and registration
Each shareholder who is registered on 31 August 2011 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of the company.

A shareholder, who wishes to participate in the General Meeting, shall register for the meeting no later than 5 September 2011 before 4 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the abovementioned date and time. Such notice can be given:

a) by e-mail to the address ir@suominen.fi
b) by telephone +358 (0)10 214 2276, Monday-Thursday between 8 a.m. and 4 p.m.
c) by regular mail to Suominen Corporation, P.O. Box 380, FI-33101 Tampere, Finland
d) by fax +358 (0)10 214 3530

In connection with the registration, a shareholder shall notify his/her name, address, telephone number and the name of a possible assistant or proxy representative.

The personal data given by the shareholders to the company are used only in connection with the General Meeting and with the processing of any related necessary registrations.

2. Holder of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of the shares on the basis of which he/she would have the right to be registered on 31 August 2011 in the shareholders' register maintained by Euroclear Finland Ltd. The right to participate requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register maintained by Euroclear Finland Ltd no later than 7 September 2011 before 10 a.m. With respect to nominee registered shares, this is regarded as registration for the General Meeting.

A holder of nominee registered shares is advised to request in good time from his/her custodian bank the necessary instructions regarding the temporary registration in the shareholders' register, the issuing of proxy documents and registration for the General Meeting. The account management organisation of the custodian bank shall register a holder of nominee registered shares who wants to participate in the Extraordinary General Meeting, to be temporarily registered in the shareholders' register of the company at latest by the date and time mentioned above.

3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the General Meeting through several proxy representatives representing the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered in originals to Suominen Corporation, P.O. Box 380, FI-33101 Tampere, Finland before the last date for registration.

4. Other information
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On 19 August 2011, the total number of shares in Suominen Corporation is 47,395,014 shares and votes.

Helsinki, 19 August 2011

SUOMINEN CORPORATION

Board of Directors


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