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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