Suominen Corporation Stock Exchange Release 31 January 2019 at 9.00 am (EET)
Notice to the Annual General Meeting of Suominen Corporation
Notice is given to the shareholders of Suominen Corporation to the Annual General Meeting to be held on Tuesday 19 March 2019 at 10.00 am at Finlandia Hall (Helsinki Hall), at the address Mannerheimintie 13 e, 00100 Helsinki. The reception of persons who have registered for the meeting will commence at 9.00 am. During the coffee service after the Annual General Meeting, shareholders will have the opportunity to meet the management of the company.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
1. Opening of the meeting
2. Calling the meeting to order
3. Election of person 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. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditor's report for the year 2018
Review by the President & CEO
7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes that no dividend will be distributed and no capital will be returned from the reserve for invested unrestricted equity for the financial year 2018 and that the profit shall be transferred to retained earnings.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Board of the shareholders of Suominen Corporation proposes to the Annual General Meeting that the remuneration of the Board of Directors remains unchanged and would be as follows: the Chairman would be paid an annual fee of EUR 60,000, Deputy Chairman of the Board an annual fee of EUR 37,500 and other Board members an annual fee of EUR 28,000. Further, the members of the Board will receive a fee of EUR 500 for each meeting of the Board of Directors held in the home country of the respective member and a fee of EUR 1,000 per each meeting of the Board of Directors held elsewhere than in the home country of the respective member. 60% of the remuneration is paid in cash and 40% in Suominen Corporation’s shares.
The number of shares forming the above remuneration portion which is payable in shares will be determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one-month period immediately following the date on which the interim report of January-March 2019 of the company is published. The shares will be transferred out of the own shares held by the company by the decision of the Board of Directors by 31 May 2019 at the latest.
Compensation for expenses will be paid in accordance with the company's valid travel policy.
11. Resolution on the number of members of the Board of Directors
The Nomination Board of Suominen Corporation’s shareholders proposes to the Annual General Meeting that the number of Board members remains unchanged and would be six (6).
12. Election of members and the Chairman of the Board of Directors
The Nomination Board of Suominen Corporation’s shareholders proposes to the Annual General Meeting that Mr. Jan Johansson, Mr. Risto Anttonen, Mr. Hannu Kasurinen, Ms. Laura Raitio and Mr. Andreas Ahlström would be re-elected as members of Suominen Corporation’s Board of Directors.
Out of the current Board members, Ms. Jaana Tuominen has informed that she is not available as a candidate for the Board of Directors.
In addition, the Nomination Board proposes that Ms. Sari Pajari would be elected as a new member for the Board of Directors.
Sari Pajari (born 1968, M. Sc. (Tech) currently works as Senior Vice President, Sales and Marketing of Metsä Board Corporation and prior to that, amongst others, as Senior Vice President, Business Development at Metsä Board Corporation and Senior Vice President, CIO at Metsä Group. Pajari is Finnish citizen.
All candidates have given their consent to the election. All candidates are independent of the company. The candidates are also independent of Suominen’s significant shareholders, with the exception of Andreas Ahlström who acts currently as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen Corporation, AC Invest Two B.V. is a group company of Ahlström Capital Oy. The candidate information relevant considering their service for the Board of Directors is presented at the company website www.suominen.fi.
The Nomination Board of Suominen proposes to the Annual General Meeting that Jan Johansson would be elected as the Chair of the Board of Directors.
13. Resolution on the remuneration of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor's fee would be paid according to the invoice approved by the company.
14. Election of auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, Authorized Public Accountant firm, would still be elected as the auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy has informed that it will appoint Toni Halonen, Authorized Public Accountant, as the principally responsible auditor of the company, if Ernst & Young Oy is elected as the company’s auditor.
15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase of the company’s own shares on the following terms and conditions:
1. Maximum number of shares to be repurchased
By virtue of authorization, the Board of Directors is entitled to decide on repurchasing a maximum of 400 000 company’s own shares.
2. Directed repurchase and consideration to be paid for shares
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 trading on regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition.
The shares shall be repurchased and paid in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd.
3. Holding, cancelling and conveying of shares
The shares shall be repurchased to be used in company’s share-based incentive programs, in order to disburse the remuneration of the members of the Board of Directors, for use as consideration in acquisitions related to the company’s business, or to be held by the company, to be conveyed by other means or to be cancelled.
4. Other terms and validity
The Board of Directors shall decide on other terms and conditions related to the repurchase of the company’s own shares. The repurchase authorization shall be valid until 30 June 2020 and it revokes all earlier authorizations to repurchase company’s own shares.
16. Authorizing the Board of Directors to decide on the share issue and granting of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act
The Board of Directors proposes to the General Meeting that the Board of Directors shall be authorized to decide on
- issuing new shares and/or
- conveying the company’s own shares held by the company and/or
- granting options and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act on the following terms and conditions:
1. Right to shares
New shares may be issued, and the company’s own shares may be conveyed
- to the company’s shareholders in proportion to their current shareholdings in the company; or
- by 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, for example, using the shares as consideration in possible acquisitions or other arrangements related to the company’s business, as financing for investments, using shares as part of the company’s incentive program or using the shares for disbursing the portion of the Board members’ remuneration that is to be paid in shares.
The new shares may also be issued without payment to the company itself.
2. Share issue against payment and without payment
New shares may be issued, and the company’s own shares held by the company may be conveyed either against payment (“Share Issue Against Payment”) or without payment (“Share Issue Without Payment”). A directed share issue may be a Share Issue Without Payment only if there is an especially weighty financial reason both for the company and with regard to the interests of all shareholders in the company.
3. Maximum number of shares
New shares may be issued and/or company’s own shares held by the company or its group company may be conveyed at the maximum amount of 5,000,000 shares in aggregate.
4. Granting of options and other special rights
The Board of Directors may grant options and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive against payment new shares or own shares held by the company. The right may also be granted to the company’s creditor in such a manner that the right is granted on condition that the creditor’s receivable is used to set off the subscription price (“Convertible Bond”). However, options and other special rights referred to in Chapter 10, Section 1 of the Companies Act cannot be granted as part of the company’s remuneration plan.
The maximum number of new shares that may be subscribed and own shares held by the company that may be conveyed by virtue of the options and other special rights granted by the company is 5,000,000 shares in total which number is included in the maximum number stated in section 3 above.
5. Recording of the subscription price
The subscription price of the new shares and the consideration payable for the company’s own shares shall be recorded under the invested non-restricted equity fund.
6. Other terms and validity
The authorizations shall revoke all earlier authorizations regarding share issue and issuance of special rights entitling to shares. The Board of Directors shall decide on all other terms and conditions related to the authorizations. The authorizations shall be valid until 30 June 2020.
17. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned proposals for resolution as well as this notice are available on Suominen Corporation’s website at www.suominen.fi. Suominen Corporation’s annual report, financial statements, the report of the Board of Directors and the auditor's report are available on the above-mentioned website no later than 26 February 2019. The proposals for resolutions and documents related to the financial statements are also available at the General Meeting. The minutes of the meeting will be available on the above-mentioned website no later than 2 April 2019.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. The right to participate and registration
Each shareholder who is registered on 7 March 2019 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the Annual 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 Annual General Meeting, shall register for the meeting no later than 14 March 2019 before 4.00 p.m. (EET) 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 agm@suominencorp.com
b) by telephone +358 (0)10 214 3551, Monday-Friday between 8.00 a.m. and 4.00 p.m.
c) by regular mail to Suominen Corporation, Itämerentori 2, FI-00180 Helsinki, Finland
d) by fax +358 (0)9 773 1109
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative.
The personal data given by the shareholders to Suominen Corporation are used only in connection with the General Meeting and with the processing of any related necessary registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of the shares on the basis of which he/she would have the right to be registered on 7 March 2019 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 at the latest by 14 March 2019, by 10.00 a.m. (EET). As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay 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 Annual General Meeting. The account manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders' register of the company at the latest by the date and time mentioned above.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual 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 Annual General Meeting by means of 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 Annual General Meeting.
Possible proxy documents should be delivered in originals to Suominen Corporation, Itämerentori 2, FI-00180 Helsinki, 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 Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On 31 January 2019, the total number of shares and votes in Suominen Corporation is 58 259 219.
Helsinki, 31 January 2019
SUOMINEN CORPORATION
Board of Directors
