NOTICE TO ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION
SUOMINEN CORPORATION STOCK EXCHANGE RELEASE 12 FEBRUARY 2010 AT 2.30 P.M.
NOTICE TO ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION
Notice is given to the shareholders of Suominen Corporation to the Annual
General Meeting to be held on Tuesday 23 March 2010 at 1.00 p.m. in the
Restaurant Palace, Conference Hall, Eteläranta 10, Helsinki.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
At the Annual General Meeting of Shareholders, the following matters will be
considered:
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. Presentation of the financial statements, the report of the Board of
Directors and the auditor's report for the year 2009
Review by the CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes that a dividend of EUR 0.02 per share be paid
for the financial year 2009. The record day will be 26 March 2010 and the
dividend will be paid on 9 April 2010.
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
Shareholders representing more than 10% of all the votes in the company have
informed that they will propose to the Annual General Meeting of Shareholders
that the remuneration of the members of the Board of Directors remain unchanged
and will be as follows: EUR 30,000 for the Chairman, EUR 22,250 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.
11. Resolution on the number of members of the Board of Directors
Shareholders representing more than 10% of all the votes in the company have
informed that they will propose to the Annual General Meeting of Shareholders
that the number of members of the Board of Directors be confirmed six (6).
12. Election of members of the Board of Directors
Shareholders representing more than 10% of all the votes in the company have
informed that they will propose to the Annual General Meeting of Shareholders
that the current members Heikki Bergholm, Kai Hannus, Juhani Lassila, Mikko
Maijala and Heikki Mairinoja be re-elected. Furthermore they have informed that
they will propose that M.Sc (Econ) Suvi Hintsanen, b. 1967, be elected as a new
member of the Board. Hintsanen holds a position of Senior Vice President, Head
of Customer Relations and Marketing at Pohjola Group. She is expert member of
Pohjola Group's Executive Committee and member of the Executive Committee of
Pohjola Bank plc's Banking and that of Pohjola Insurance Ltd. Previously
Hintsanen has held a position of Senior Vice President, Head of Customer
Relations and Marketing at Pohjola Bank plc during 2004-2007. She has had
development tasks regarding cumstomer relationship management at Pohjola Bank
plc during 2001-2004 and different tasks regarding busines development,
consultancy and management at Recearch International Sweden AB during 1998-2001.
All the above individuals have given their consent to the position.
13. Resolution on the remuneration of the auditor
Shareholders representing more than 10% of all the votes in the company have
informed that they will propose to the Annual General Meeting of Shareholders
that the auditor's fee will be paid as invoiced.
14. Election of auditor
Shareholders representing more than 10% of all the votes in the company have
informed that they will propose to the Annual General Meeting of Shareholders
that the present auditors, PricewaterhouseCoopers Oy, Authorised Public
Accountants, with Heikki Lassila, APA, as the principal auditor, be re-elected
for the next term of office in accordance with the Articles of Association.
15. Proposal of the Board of Directors to amend the Article 11 of the Articles
of Association
The Board of Directors proposes to the Annual General Meeting of Shareholders
that the Article 11 of the Articles of Association be amended so that an
invitation to the General Meeting of Shareholders shall be delivered three weeks
before the General Meeting of Shareholders, however, not later than nine days
before the record date of the General Meeting of Shareholders.
16. Authorising the Board of Directors to decide on the repurchase of the
company's own shares
The Board of Directors proposes that the Annual General Meeting of shareholders
would authorise the Board of Directors to decide on a repurchase of a maximum of
200,000 of the company's own shares. The Board of Directors proposes that the
repurchase authorisation shall be valid for 18 months from the decision of the
Annual General Meeting of Shareholders.
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.
17. Authorising the Board of Directors to decide on conveying of the company's
own shares
The Board of Directors proposes that the Annual General Meeting of Shareholders
would authorise the Board of Directors to decide on conveying a maximum of
200,682 of the company's own shares held by the company. The Board of Directors
proposes that the authorisation on conveying shall be valid for 18 months from
the decision of the Annual General Meeting of Shareholders.
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.
18. Closing of the meeting
B. DOCUMENTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The above-mentioned proposals of the Board of Directors, this notice as well as
the annual report of Suominen Corporation and the company's financial statements
including the report by the Board of Directors are available on the company's
website at www.suominen.fi as from 2 March 2010 at the latest. The proposals of
the Board of Directors and the annual accounts are also available at the
meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the meeting will be available on the
above-mentioned website as from 6 April 2010 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS
1. The right to participate and registration
Each shareholder, who is registered on 11 March 2010 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the Annual General Meeting of Shareholders. A shareholder, whose
shares are registered on his/her personal Finnish book-entry account, is
registered in the shareholder's register of the company.
A shareholder, who wants to participate in the Annual General Meeting of
Sahreholders, shall register for the meeting no later than 16 March 2010 before
4 p.m. by giving a prior notice of participation. Such notice can be given:
a) by e-mail ir@suominen.fi
b) by telephone +358 (0)10 214 3535, Monday-Friday 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 3536
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.
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the Annual General Meeting of Shareholders has the right to request
information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting of Sahreholders 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 at the Annual
General Meeting of Shareholders. When a shareholder participates in the Annual
General Meeting of Shareholders by means of several proxy representatives
representing the shareholder with shares at 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 of
Shareholders.
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.
3. Holders of nominee registered shares
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the company, the issuing of proxy documents and registration for the Annual
General Meeting of Shareholders from his/her bank. The account management
organization of the custodian bank will register a holder of nominee registered
shares, who want to participate in the Annual General Meeting of Shareholders,
to be temporarily entered into the shareholders' register of the company at the
latest on 18 March 2010 at 10 a.m..
4. Other instructions and information
On 12 February 2010, the total number of shares in Suominen Corporation is
23,720,112 shares and votes.
Helsinki, 12 February 2010
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
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