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Notice to Annual General Meeting of Shareholders of Suominen Corporation

Tampere, 2011-02-15 12:00 CET (GLOBE NEWSWIRE) -- SUOMINEN CORPORATION          STOCK EXCHANGE RELEASE 15 FEBRUARY 2011 AT 1.00 P.M.

 

NOTICE TO ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION

Notice is given to the shareholders of Suominen Corporation of the Annual General Meeting to be held on Wednesday 30 March 2011 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

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise 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 2010
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 no dividend be paid for the financial year 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 20% of all the votes in the company have notified of their intention to 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 20% 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 20% of all the votes in the company have notified of their intention to propose to the Annual General Meeting of Shareholders that the current members Heikki Bergholm, Kai Hannus, Suvi Hintsanen, Juhani Lassila, Mikko Maijala and Heikki Mairinoja be re-elected. All the above individuals have given their consent to the proposal.

13. Resolution on the remuneration of the auditor
Shareholders representing more than 20% of all the votes in the company have notified of their intention to 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 20% of all the votes in the company have notified of their intention to 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. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The above-mentioned proposals for resolution, 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 9 March 2011 at the latest. The proposals for resolution and the annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders on request. The minutes of the meeting will be available on the above-mentioned website as from 13 April 2011 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 18 March 2011 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 shareholders’ register of the company.

A shareholder, who wishes to participate in the Annual General Meeting of Shareholders, shall register for the meeting no later than 23 March 2011 before 4 p.m. by giving a prior notice of participation. Such notice can be given:

a) by e-mail to the address 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 3530

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.

The personal data given to Suominen Corporation are used only in connection with the General Meeting and with the processing of any related registrations necessary.

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting of Shareholders by virtue of the shares on the basis of which he/she would have the right to be entered on 18 March 2011 in the shareholders’ register maintained by Euroclear Finland Ltd. In addition, it is required that the shareholder be temporarily entered into the shareholders’ register maintained by Euroclear Finland Ltd no later than 25 March 2011 before 10 a.m. With respect to nominee registered shares, this is regarded as registration for the Annual General Meeting. 

A holder of nominee registered shares is advised to request in good time from his/her bank the necessary instructions regarding registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the Annual General Meeting of Shareholders. The account management organisation of the custodian bank shall register a holder of nominee registered shares who wants to participate in the Annual General Meeting of Shareholders as temporarily entered in the shareholders’ register of the company at latest by the date mentioned above.

3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting of Shareholders 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 through several proxy representatives representing the shareholder with shares on different securities accounts, the shares on account of which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting of Shareholders.  

Any proxy documents should be delivered in originals to Suominen Corporation, P.O. Box 380, FI-33101 Tampere, Finland before the last date for registration.  

4. Other instructions and information
Pursuant to chapter 5, section 25 of the Limited Liability 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. 

On 15 February 2011, the total number of shares in Suominen Corporation is 47,395,014 shares and votes.  

 

Helsinki, 15 February 2011

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