Resolutions passed by Suominen Corporation's Extraordinary General Meeting
Tampere, Finland, 2011-09-12 14:30 CEST (GLOBE NEWSWIRE) --
Suominen Corporation Stock exchange release 12 September 2011 at 3:30 p.m.
Resolutions passed by Suominen Corporation’s Extraordinary General Meeting
The Extraordinary General Meeting of Suominen Corporation was held today on 12 September 2011. The General Meeting made the following resolutions.
Authorising the Board of Directors to decide on the issuance of shares
The General Meeting resolved to authorise the Board of Directors to decide on the issuance of new shares subject to the following terms and conditions:
By virtue of the authorisation, the Board of Directors is entitled to decide on the issuance of a maximum of 280,000,000 new shares in one or more share issues against payment. The subscription price of the shares that are issued by virtue of the authorisation shall be EUR 0.45. The subscription price of the shares shall be credited to the reserve for invested unrestricted equity.
The Board of Directors has the right to decide on a directed issue in deviation from the shareholders' pre-emptive right, if there is a weighty financial reason for the company to do so. By virtue of the authorisation, the Board of Directors is authorised to decide on all other terms and conditions of the share issue.
The Board of Directors will utilise the authorisation for the purposes of a share issue that is required by the transaction between the company and Ahlstrom Corporation, published on 4 August 2011. It has been agreed, as part of the transaction, that the company shall arrange a share issue in which a minimum of 188.888.889 and a maximum of 266.666.667 new shares will be issued.
The Board of Directors has received written commitments for a subscription into new shares in the share issue related to the transaction from the following shareholders of the company and investors: Ahlstrom Corporation, Ilmarinen Mutual Pension Insurance Company, Varma Mutual Pension Insurance Company, Mandatum Life Insurance Company Limited, Finnish Industry Investment Ltd, Tapiola Mutual Pension Insurance Company, Oy Etra Invest Ab, Evald and Hilda Nissi Foundation, Heikki Bergholm, and Mikko Maijala alongside corporations under his control. The commitments to subscribe amount to a total of EUR 80,265,000 and they are given on the condition that the conditions for competition authorities’ approval set on the completion of the aforementioned transaction are either fulfilled or are waived. If the aggregate subscription price for all of the shares that are subscribed to in the share issue exceeds EUR 95,000,000, then the commitment to subscribe to shares in the amount of EUR 30,000,000 given by Ahlstrom Corporation shall be decreased by the total amount that exceeds EUR 95,000,000. Ahlstrom Corporation has, however, committed to subscribe to at least the amount of shares necessary in order to guarantee that Ahlstrom Corporation’s ownership in the company is at least 20 % after the share issue.
The Board of Directors shall decide on the procedure that will result from a potential oversubscription in the share issue. If an oversubscription in the share issue occurs, it is intended that 50,000,000 new shares will be allocated, in proportion to shareholdings, to those shareholders of the company who on the record date of the share issue, which is to be announced later, are registered in the shareholders' register of the company maintained by Euroclear Finland Ltd. After this, the new shares will be allocated to those shareholders and investors that have given the commitments to subscribe, up to the amount provided in the respective commitments to subscribe.
Amendment of the Articles of Association
The General Meeting resolved to amend the Articles of Association of the company in the following manner:
- Section 11 of the Articles of Association was amended to read as follows:
“11 §
Notice of General Meeting of Shareholders
Notice of the General Meeting of Shareholders shall be announced on Company’s website no earlier than two (2) months and no later than three (3) weeks prior to the General Meeting of Shareholders, however, at least nine (9) days prior to the record date of the General Meeting of Shareholders. In addition, the Company may, if so decided by the Board of Directors, within the same time announce the time and place of the General Meeting of Shareholders as well as the address of the Company’s website in one newspaper.”
- The second paragraph of section 12 with regard to voting restrictions was deleted. After the amendment section 12 reads as follows:
“12 §
Informing of participation in General Meeting of Shareholders
In order to participate in the General Meeting of Shareholders, a shareholder must inform the Company of the participation at the latest on the date mentioned in the notice. The date may not be earlier than ten (10) days before the General Meeting of Shareholders.”
- Section 14 regarding the redemption obligations was deleted in its entirety.
The resolution of the Extraordinary General Meeting regarding the amendment of the Articles of Association is conditional and will only come into effect upon the completion of the transaction between the company and Ahlstrom Corporation, announced on 4 August 2011.
Resolution on the remuneration of the members of the Board of Directors
The General Meeting resolved that the members of the Board of Directors elected at the Extraordinary General Meeting will be paid the following remuneration for a term of office lasting until the Annual General Meeting of 2012: EUR 31,500 for the Chairman of the Board of Directors, EUR 23,650 for the Deputy Chairman of the Board of Directors, and EUR 17,650 for each other member of the Board of Directors. In addition, each member of the Board of Directors will receive additionally an attendance allowance of EUR 500 per each meeting of the Board of Directors held in the home country of respective member, and an attendance allowance of EUR 1,000 per each meeting of the Board of Directors held elsewhere than in the home country of respective member. The remuneration (excluding the attendance allowances) will be paid so that 60 % of the remuneration will be paid in cash and 40 % will be paid in Suominen Corporation’s shares purchased from the market.
The resolution of the Extraordinary General Meeting regarding the remuneration of the members of the Board of Directors is conditional and will only come into effect upon the completion of the transaction between the company and Ahlstrom Corporation, announced on 4 August 2011.
Resolution on the number of members of the Board of Directors and election of members of the Board of Directors
The General Meeting resolved that the number of members of the Board of Directors shall be five. Furthermore, the General Meeting elected Mr. Risto Anttonen, Mr. Jorma Eloranta, Mr. Mikko Maijala, Mr. Heikki Mairinoja and Ms. Suvi Hintsanen as the members of the Board of Directors.
The resolutions of the Extraordinary General Meeting regarding the number of members of the Board of Directors and the election of members of the Board of Directors are conditional and will only come into effect upon the completion of the transaction between the company and Ahlstrom Corporation, announced on 4 August 2011.
Establishment of a Nomination Committee
The General Meeting resolved to establish a Nomination Committee comprising of shareholders or representatives of shareholders to prepare proposals for the following Annual General Meeting concerning the election and remuneration of the members of the Board of Directors. The three largest shareholders or representatives of such shareholders are elected to the Nomination Committee, which in addition shall comprise the Chairman of the Board of Directors as an expert member.
The resolution of the Extraordinary General Meeting regarding the establishment of the Nomination Committee is conditional and will only come into effect upon the completion of the transaction between the company and Ahlstrom Corporation, announced on 4 August 2011.
The minutes of the meeting will be available on the company's website at www.suominen.fi as from 26 September 2011 at the latest.
Helsinki, 12 September 2011
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
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