Resolutions passed by Suominen Corporation's Annual General Meeting
SUOMINEN CORPORATION STOCK EXCHANGE RELEASE 20 MARCH 2009 AT 3.15 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 2008 and
released the members of the Board of Directors and the President and CEO from
liability. The Meeting decided that no dividend be paid for 2008. The Meeting
approved the Board of Directors' proposal concerning the granting of stock
options 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 20 March 2009. 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 2008 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 no dividend be paid for 2008.
COMPOSITION OF THE BOARD OF DIRECTORS AND REMUNERATION
The Annual General Meeting confirmed the number of members of the Board of
Directors five. The Meeting elected Heikki Bergholm, Kai Hannus, 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% 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.
PROPOSAL BY THE BOARD OF DIRECTORS TO ISSUE STOCK OPTIONS
The Annual General Meeting approved the proposal of the Board of Directors to
issue stock options. The main content of the proposal is the following:
A maximum of 450,000 stock options shall be issued. The option rights entitle to
subscribe for altogether a maximum of 450,000 new shares of Suominen
Corporation.
Of the stock options 150,000 shall be marked with the symbol 2009A, 150,000
shall be marked with the symbol 2009B, and 150,000 shall be marked with the
symbol 2009C. The stock options shall be issued in the book-entry system. The
Board of Directors shall decide on the related procedure and time schedule.
As decided by the Board of Directors, the stock options shall be issued
gratuitously to the President and CEO, and to the members of the Corporate
Executive Team. The pre-emption right of the shareholders shall be waived
because the stock options are intended to form a part of the Group's incentive
program and therefore the Company is considered to have a weighty financial
reason to do so.
Each stock option entitles its holder to subscribe for one (1) new share of the
Company. As a result of the subscriptions, the number of the Company shares may
be increased by a maximum of 450,000 new shares. The share subscription price
shall be recognised in the invested non-restricted equity fund.
The share subscription period shall be for stock option 2009A 2 May 2011 - 30
October 2012, for stock option 2009B 2 May 2012 - 30 October 2013, and for stock
option 2009C 2 May 2013 - 30 October 2014. The Board of Directors may decide to
advance the beginning of the share subscription period for the stock options.
The subscription price shall be for stock option 2009A the trade volume weighted
average quotation of the Company share on the NASDAQ OMX Helsinki Ltd in May
2009 rounded to the nearest cent, for stock option 2009B the trade volume
weighted average quotation of the Company share on the NASDAQ OMX Helsinki Ltd
in May 2010 rounded to the nearest cent, and for stock option 2009C the trade
volume weighted average quotation of the Company share on the NASDAQ OMX
Helsinki Ltd in May 2011 rounded to the nearest cent. The subscription price of
stock options shall be reduced if the Company distributes dividends or funds
from the non-restricted equity fund, or if the Company reduces its share capital
by distributing share capital to its shareholders. The subscription price per
share must nevertheless always be at least EUR 0.01.
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
255,057 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 website
www.suominen.fi as of 3 April 2009.
Tampere, 20 March 2009
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
Enclosure: Stock option scheme 2009 terms and conditions
stoc_option_2009_terms_and_conditions.pdf
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