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Notice to the Annual General Meeting of Suominen Corporation

Helsinki, Finland, 2014-02-05 07:30 CET (GLOBE NEWSWIRE) --

Suominen Corporation  Stock Exchange Release  5 February 2014 at 8:30am (EET)

NOTICE TO THE ANNUAL GENERAL MEETING OF SUOMINEN CORPORATION

Notice is given to the shareholders of Suominen Corporation to the Annual General Meeting to be held on Wednesday 26 March 2014 at 10.00 am. at Finlandia Hall (Congress Wing, Hall B), at the address Mannerheimintie 13 e, 00100 Helsinki. The reception of persons who have registered for the meeting will commence at 9.00 am.

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

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 consolidated financial statements, the report of the Board of Directors and the auditor's report for the year 2013

Review by the CEO

7. Adoption of the financial statements and the consolidated 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 2013.

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

The Nomination Board of the shareholders of Suominen Corporation proposes to the Annual General Meeting that the remuneration of the Board of Directors remains unchanged, and the Chairman would be paid an annual fee of EUR 50,000, Vice Chairman of the Board an annual fee of EUR 37,500 and other Board members an annual fee of EUR 28,000. Further, the members of the Board will receive a fee of EUR 500 for each meeting of the Board of Directors held in the home country of the respective member and a fee of EUR 1,000 per each meeting of the Board of Directors held elsewhere than in the home country of the respective member. The Nomination Board proposes that 60% of the remuneration be paid in cash and 40% in Suominen Corporation’s shares.

The number of shares forming the above remuneration portion which is payable in shares will be determined based on the share value in the stock exchange trading maintained by NASDAQ OMX Helsinki Ltd, calculated as the trade volume weighted average quotation of the share during the one month period immediately following the date on which the interim report of January-March 2014 of the company is published. The shares will be given out of the own shares held by the company by the decision of the Board of Directors by 6 June 2014 at the latest.

Compensation for expenses will be paid in accordance with the company's valid travel policy.

11. Resolution on the number of members of the Board of Directors

The Nomination Board of the shareholders of Suominen Corporation proposes to the Annual General Meeting that the number of board members remains unchanged and would be five (5).

12. Election of members of the Board of Directors

The Nomination Board of the shareholders of Suominen Corporation proposes that Mr Jorma Eloranta, Mr Risto Anttonen, Ms Suvi Hintsanen and Mr Hannu Kasurinen would be re-elected as members of Suominen Corporation’s Board of Directors.

Further, the Nomination Board proposes that Ms Jaana Tuominen would be elected as a new member of the Board of Directors. Ms Tuominen has acted as the CEO of Paulig Group since 2008. Additionally, she is a member of the Board of Directors of Rautaruukki Corporation and a member of the Board of Directors in Finnish Food and Beverage Industries’ Federation. Ms Tuominen, M Sc (Chemical Engineering), was born in 1960 and she is a Finnish citizen.

The Nomination Board recommends that the new Board of Directors elects Jorma Eloranta as Chairman of the Board and Risto Anttonen as Vice Chairman of the Board.

All candidates have given their consent to the election. All candidates are independent of the company and its significant shareholders. The candidate information relevant considering their service for the Board of Directors is presented at the company website www.suominen.fi.

13. Resolution on the remuneration of the auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the auditor's fee would be paid according to the invoice accepted by the company.

14. Election of auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to the General Meeting that the present auditors, PricewaterhouseCoopers Oy, Authorised Public Accountants, would be re-elected for the next term of office in accordance with the Articles of Association. PricewaterhouseCoopers Oy has announced that it will appoint Mr Heikki Lassila, APA, as the principally responsible auditor of the company.

15. Authorizing the Board of Directors to decide on the repurchase of the company's own shares

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase of the company’s own shares on the following terms and conditions:

1. Maximum number of shares to be repurchased

By virtue of authorization, the Board of Directors is entitled to decide on repurchasing a maximum of 3,000,000 company’s own shares.

2. Directed repurchase and consideration to be paid for 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 trading on regulated market organized by 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.

3. Holding, cancelling and conveying of shares

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.

4. Other terms and validity

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 2015.

16. Authorizing the Board of Directors to decide on the share issue and granting of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Companies Act

The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on

(i) issuing new shares and/or
(ii) conveying the company’s own shares held by the company and/or
(iii) granting options and other special rights 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, using the shares as part of the company’s incentive program or using the shares for disbursing the portion of the Board members’ remuneration that is to be paid in shares.

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

New shares may be issued and/or company’s own shares held by the company or its group company may be conveyed at the maximum amount of 25,000,000 shares in aggregate.

4. Granting of options and other special rights

The Board of Directors may grant options and other 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”). However, options and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act cannot be granted as part of the company’s remuneration plan.

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 options and other special rights granted by the company is 25,000,000 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 authorizations shall revoke the authorizations decided by the Annual General Meeting on 26 March 2013 regarding share issue and issuance of special rights entitling to shares, but the authorizations shall not revoke the authorization decided by the Extraordinary General Meeting on 31 January 2014 regarding granting of stock options and other special rights entitling to shares.

The Board of Directors shall decide on all other terms and conditions related to the authorizations.

The authorizations shall be valid until 30 June 2017.

17. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above-mentioned proposals for resolution as well as this notice are available on Suominen Corporation’s website at www.suominen.fi. Suominen Corporation’s annual report, financial statements, the report of the Board of Directors and the auditor's report are available on the above-mentioned website as from 5 March 2014 at the latest. The proposals for resolution and documents related to the financial statements are also available at the General Meeting. The minutes of the meeting will be available on the above-mentioned website as from 9 April 2014 at the latest.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder who is registered on 14 March 2014 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. 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, shall register for the meeting no later than 21 March 2014 before 4.00 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the abovementioned date and time. Such notice can be given:

a) by e-mail to the address agm@suominencorp.com  
b) by telephone +358 (0)10 214 3551, Monday-Friday between 8 a.m. and 4 p.m.
c) by regular mail to Suominen Corporation, Itämerentori 2, FI-00180 Helsinki, Finland
d) by fax +358 (0)9 773 1109

In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of the proxy representative.

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

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of the shares on the basis of which he/she would have the right to be registered on 14 March 2014 in the shareholders' register maintained by Euroclear Finland Ltd. The right to participate requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register maintained by Euroclear Finland Ltd at the latest by 21 March 2014, by 10.00 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.

A holder of nominee registered shares is advised to request without delay from his/her custodian bank the necessary instructions regarding the temporary registration in the shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting. The account manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the shareholders' register of the company at the latest by the date and time mentioned above.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting 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. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares on 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.

Possible proxy documents should be delivered in originals to Suominen Corporation, Itämerentori 2, FI-00180 Helsinki, Finland before the last date for registration.

4. Other information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On 4 February 2014, the total number of shares and votes in Suominen Corporation is 247,934,122.

Helsinki, 4 February 2014

SUOMINEN CORPORATION
Board of Directors

For additional information please contact:
Ms. Nina Kopola, President and CEO, tel. +358 (0)10 214 300
Mr. Tapio Engström, Vice President and CFO, tel. +358 (0)10 214 300


Distribution:
NASDAQ OMX Helsinki Ltd
Main media
www.suominen.fi


Suominen in brief

Suominen supplies its industrial and retail customers with nonwovens and flexible packaging for use in consumer products worldwide. Suominen is the global market leader in nonwovens for wipes. The company employs more than 1,000 people in Europe and in the United States. Suominen’s net sales in 2013 amounted to MEUR 433.1 and operating profit excluding non-recurring items was MEUR 18.3 (continuing operations). The Suominen share (SUY1V) is listed in NASDAQ OMX Helsinki Stock Exchange. Read more at www.suominen.fi