Decisions taken by Suominen’s Annual General Meeting and the Board of Directors
Suominen Corporation’s Stock Exchange Release on April 3, 2023 at 1:00 pm (EEST)
The Annual General Meeting (AGM) of Suominen Corporation was held today on April 3, 2023 in Helsinki, Finland. The AGM adopted the Financial Statements for 2022 and discharged the members of the Board of Directors and the President and CEO from liability for the 2022 financial year. The AGM approved the Remuneration Report 2022 for the governing bodies and the Board of Directors' proposals concerning the authorization for the Board to decide on repurchasing of the company's shares as well as issuance of shares and granting of options and other special rights entitling to shares. The AGM also approved the amendment of the company’s Articles of Association in such a way that it enables the organization of General Meetings in the future also entirely without a meeting venue as a remote meeting.
Resolutions on the use of the profit shown on the balance sheet
The AGM decided, in accordance with the proposal by the Board of Directors, that a dividend of EUR 0.10 per share will be paid. The record date for the payment of the dividend is April 5, 2023 and the dividend shall be paid on April 14, 2023.
Resolution on the remuneration of the members of the Board of Directors
The AGM confirmed the remuneration of the Board of Directors. The Chair will be paid an annual fee of EUR 70,000 and the Deputy Chair and other Board members an annual fee of EUR 33,000. Chair of the Audit Committee will be paid an additional fee of EUR 10,000. Further, the members of the Board will receive a fee for each Board and Committee meeting as follows: EUR 500 for each meeting held in the home country of the respective member, EUR 1,000 for each meeting held elsewhere than in the home country of the respective member and EUR 500 for each meeting held as telephone conference.
75% of the annual fee is paid in cash and 25% in Suominen Corporation’s shares. The shares will be transferred out of the own shares held by the company by the decision of the Board of Directors within two weeks from the date on which the interim report of January-March 2023 of the company is published.
Compensation for expenses is paid in accordance with the company's valid travel policy.
Composition of the Board of Directors
The AGM decided that the number of Board members remains unchanged at six (6).
Mr. Andreas Ahlström, Mr. Aaron Barsness, Mr. Björn Borgman, Mr. Jaakko Eskola, Ms. Nina Linander were re-elected as members of the Board. Ms. Laura Remes was elected as a new member of the Board.
Jaakko Eskola was re-elected as the Chair of the Board of Directors.
All elected members are independent of the company. They are also independent of Suominen’s significant shareholders, with the exception of Andreas Ahlström who acts currently as Investment Director at A. Ahlström Oy. The largest shareholder of Suominen Corporation, Ahlstrom Capital B.V., is a group company of A. Ahlström Oy.
Election of auditor and auditor’s fee
Ernst & Young Oy, Authorized Public Accountant firm, was re-elected as the auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy has announced that it will appoint Mr. Toni Halonen, Authorized Public Accountant, as the principally responsible auditor of the company. Auditor’s fee was resolved to be paid according to the invoice approved by the company.
The minutes of the Annual General Meeting
The minutes of the Meeting will be available on the company’s website on April 17, 2023, at the latest.
The organizing meeting of the Board of Directors
In its organizing meeting held after the AGM, the Board of Directors re-elected Andreas Ahlström as the Deputy Chair of the Board.
The Board elected from among its members the members for the Audit Committee and Personnel and Remuneration Committee. Nina Linander was re-elected as the Chair of the Audit Committee and Andreas Ahlström was re-elected as member. Laura Remes was elected as a new member. Jaakko Eskola was re-elected as the Chair of the Personnel and Remuneration Committee, Aaron Barsness and Björn Borgman were re-elected as members.
For more information:
Klaus Korhonen, SVP, HR & Legal, tel. +358 10 214 3070
Suominen manufactures nonwovens as roll goods for wipes and other applications. Our vision is to be the frontrunner for nonwovens innovation and sustainability. The end products made of Suominen’s nonwovens are present in people’s daily life worldwide. Suominen’s net sales in 2022 were EUR 493.3 million and we have over 700 professionals working in Europe and in the Americas. Suominen’s shares are listed on Nasdaq Helsinki. Read more at www.suominen.fi.