RESOLUTIONS PASSED BY SUOMINEN CORPORATION'S ANNUAL GENERAL MEETING
Tampere, Finland, 2012-04-04 13:50 CEST (GLOBE NEWSWIRE) --
Suominen Corporation Stock exchange release 4 April, 2012 at 2.50 p.m.
RESOLUTIONS PASSED BY SUOMINEN CORPORATION'S ANNUAL GENERAL MEETING
The Annual General Meeting of Suominen Corporation was held today on 4 April 2012. The General Meeting made the following resolutions.
Financial Statements, discharge from liability
The Annual General Meeting adopted the financial statements and the consolidated financial statements for the financial year 2011 and discharged the members of the Board of Directors and the CEOs from liability.
The Annual General Meeting decided that no dividend is paid for the financial year 2011.
Composition of the Board of Directors and remuneration
The Annual General Meeting confirmed the number of members of the Board of Directors to be five (5). The Meeting elected Mr Risto Anttonen, Mr Jorma Eloranta, Ms Suvi Hintsanen, Mr Hannu Kasurinen and Mr Heikki Mairinoja as the members of the Board of Directors for the next term of office in accordance with the Articles of Association. The Board of Directors held an organizing meeting after the Annual General Meeting and elected Jorma Eloranta as its Chairman and Risto Anttonen as Deputy Chairman.
The Annual General Meeting decided that the remuneration payable to the members of the Board of Directors for the term lasting until the Annual General Meeting in 2013 is as follows: Chairman of the Board annual fee EUR 50,000, Vice Chairman of the Board annual fee EUR 37,500 and other Board members annual fee EUR 28,000. Further, the members of the Board of Directors will be paid 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 home country of respective member. 60 % of the annual remuneration will be paid in cash and 40 % in Suominen Corporation’s shares purchased from the market.
PricewaterhouseCoopers Oy, Authorized Public Accountants, was re-elected as auditor for the term expiring at the close of the next Annual General Meeting. The auditor's fee will be paid according to the invoice.
Amendment of section 1 of the articles of association
The Annual General Meeting approved the proposal of the Board of Directors on the amendment of section 1 of the Articles of Association regarding the name of the company so that the company’s name is Suominen Oyj.
After the amendment the section 1 is as follows:
1 § The company's name and domicile
The company's name is Suominen Oyj and in English Suominen Corporation. The company's domicile is Tampere.
Establishment of a Nomination Committee
The Annual 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.
Authorizing 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 authorize the Board of Directors to decide on repurchasing a maximum of 3,000,000 company’s own shares. 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. The shares shall be repurchased and paid in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.
The shares shall be repurchased to be used in company’s share-based incentive programs, in order to disburse the remuneration of the members of the Board of Directors, for use as consideration in acquisitions related to the company’s business, or to be held by the company, to be conveyed by other means or to be cancelled.
The Board of Directors shall decide on other terms and conditions related to the repurchase of the company’s own shares. The repurchase authorization shall be valid until 30 June 2013.
Authorizing the Board of Directors to decide on the issuance of shares and special rights entitling to shares
The Annual General Meeting approved the proposal of the Board of Directors to authorize the Board of Directors to decide on
(i) issuing new shares and/or
(ii) conveying the company’s own shares held by the company and/or
(iii) granting special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act on the following terms and conditions:
1. Right to shares
New shares may be issued and the company’s own shares may be conveyed
- to the company’s shareholders in proportion to their current shareholdings in the company; or
- by 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 possible acquisitions or other arrangements related to the company’s business, as financing for investments or using the shares as part of the company’s incentive program.
The new shares may also be issued in a Free Share Issue to the company itself.
2. Share issue against payment and for free
New shares may be issued and the company’s own shares held by the company may be conveyed either against payment (‘Share Issue Against Payment’) or for free (‘Free Share Issue’). A directed share issue may be a Free Share Issue only if there is an especially weighty financial reason both for the company and with regard to the interests of all shareholders in the company.
3. Maximum number of shares
A maximum of 50,000,000 new shares may be issued.
A maximum of 3,100,000 of the company’s own shares held by the company or its group company may be conveyed.
The number of shares to be issued to the company itself together with the shares repurchased to the company on basis of the repurchase authorization shall be at the maximum of 3,100,000 shares. The said maximum number of shares shall include the company’s own shares held by the company itself or its subsidiary as stated in Chapter 15, Section 11, Paragraph 1 of the Finnish Companies Act.
4. Granting of special rights
The Board of Directors may grant special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act, which carry the right to receive against payment new shares or own shares held by the company. The right may also be granted to the company’s creditor in such a manner that the right is granted on condition that the creditor’s receivable is used to set off the subscription price (‘Convertible Bond’).
The maximum number of new shares that may be subscribed and own shares held by the company that may be conveyed by virtue of the special rights granted by the company is 10,000,000 shares in total which number is included in the maximum number stated in section 3.
5. Recording of the subscription price
The subscription price of the new shares and the consideration payable for the company’s own shares shall be recorded under the invested non-restricted equity fund.
6. Other terms and validity
The Board of Directors shall decide on all other terms and conditions related to the authorizations. The authorizations shall be valid until 30 June 2013.
Minutes of the meeting
The minutes of the meeting will be available on the company's website at www.suominen.fi as from 18 April 2012 at the latest.
Helsinki, 4 April 2012
President and CEO
For additional information, please contact
Mrs. Nina Kopola, President and CEO, tel. +358 (0)10 214 300
Mr. Arto Kiiskinen, Vice President and CFO, tel. +358 (0)10 214 300
NASDAQ OMX Helsinki Ltd.