Notice to the Annual General Meeting of Suominen Corporation
Suominen Corporation’s stock exchange release on February 3, 2023 at 9.45 a.m. (EET)
Notice is given to the shareholders of Suominen Corporation to the Annual General Meeting to be held on Monday, April 3, 2023, at 10.00 a.m. at the company’s headquarters at Karvaamokuja 2 B, Helsinki, Finland. The reception of persons who have registered for the meeting will commence at 9.00 a.m. After the Meeting, coffee is served, and the shareholders have the opportunity to meet the company's management.
The shareholders can also exercise their right to vote by voting in advance. Instructions for advance voting are shown in this notice to the General Meeting under Section C “Instructions for the participants in the General Meeting”.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
1. Opening of the meeting
2. Calling the meeting to order
3. Election of person to scrutinize the minutes and 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, consolidated financial statements, the report of the Board of Directors and the Auditor’s report for the year 2022
Review by the President & 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
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.10 per share shall be paid based on the adopted balance sheet regarding the financial year of 2022 and that the profit shall be recorded in retained earnings. Calculated on the basis of the current total amount of shares, a total of EUR 5,748,072.70 would be paid as dividend. The record date for the payment of the dividend is April 5, 2023 and the dividend shall be paid on April 12, 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Remuneration report
The Board of Directors proposes that the remuneration report of the company’s organs for 2022 be approved. The resolution is advisory in accordance with the Finnish Companies Act.
The remuneration report is available on the company’s website www.suominen.fi/agm/ no later than three weeks before the General Meeting.
11. 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 would remain unchanged and be as follows: the Chair would be paid an annual fee of EUR 70,000 and the Deputy Chair and other Board members an annual fee of EUR 33,000. The Nomination Board also proposes that the additional fee paid to the Chair of the Audit Committee would remain unchanged and be EUR 10,000.
Further, the Nomination Board proposes that the fees payable for each Board and Committee meeting would remain unchanged and be as follows: EUR 500 for each meeting held in the home country of the respective member, EUR 1,000 for each meeting held elsewhere than in the home country of the respective member and EUR 500 for each meeting attended by telephone or other electronic means. No fee is paid for decisions made without convening a meeting.
75% of the annual fees is paid in cash and 25% in Suominen Corporation’s shares. The shares will be transferred out of the own shares held by the company by the decision of the Board of Directors within two weeks from the date on which the interim report of January-March 2023 of the company is published.
Compensation for expenses will be paid in accordance with the company's valid travel policy.
12. Resolution on the number of members of the Board of Directors
The shareholders’ Nomination Board proposes to the Annual General Meeting that the number of Board members remains unchanged and would be six (6).
13. Election of members of the Board of Directors and the Chairman of the Board of Directors
The shareholders’ Nomination Board proposes to the Annual General Meeting that Andreas Ahlström, Aaron Barsness, Björn Borgman, Jaakko Eskola and Nina Linander would be re-elected as members of Suominen Corporation’s Board of Directors and that Laura Remes would be elected as a new member of the Board of Directors.
Out of the current Board members, Laura Raitio has informed that she is not available as a candidate for the Board of Directors.
Laura Remes (born 1980, M.Sc. (Technology), Finnish citizen) currently works as Vice President, Strategy and Business Development at UPM Fibres. She has held a number of executive positions at UPM and Nokia.
All candidates have given their consent to the election. All candidates are independent of the company. The candidates are also independent of Suominen’s significant shareholders, with the exception of Andreas Ahlström who acts currently as Investment Director at Ahlström Capital Oy. The largest shareholder of Suominen Corporation, Ahlstrom Capital B.V. is a group company of Ahlström Capital Oy. The candidate information relevant considering their service for the Board of Directors is presented at the company website www.suominen.fi.
The Nomination Board proposes to the Annual General Meeting that Jaakko Eskola would be re-elected as the Chair of the Board of Directors.
With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. In preparing its proposals the Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, has determined that the proposed Board of Directors as a whole also has the best possible expertise for the company and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.
14. Resolution on the remuneration of the auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the auditor's fee would be paid according to the invoice approved by the company.
15. Election of auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, Authorized Public Accountant firm, would still be elected as the auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy has informed that it will appoint Toni Halonen, Authorized Public Accountant, as the principally responsible auditor of the company, if Ernst & Young Oy is elected as the company’s auditor.
16. Amending the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the Section 10 of the company’s Articles of Association is amended in such a way that it enables the organization of General Meetings in the future not only at the company’s registered office in accordance with Chapter 5, Section 16, Subsection 1 of the Companies Act, but also entirely without a meeting venue as a remote meeting.
The provision of the Articles of Association in question (Section 10) reads, as amended, as follows:
10 § General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held annually by the end of April on the date decided by the Board of Directors.
The Board of Directors may decide that a General Meeting is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time by use of telecommunication or other technical means during the meeting (remote meeting).
In other respects, the Articles of Association are proposed to remain unchanged.
17. Authorizing the Board of Directors to resolve on the repurchase of the company’s own shares
The Board of Directors proposes to the Annual 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 1,000,000 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 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 Helsinki Ltd and Euroclear Finland Ltd.
3. Holding, cancelling and conveying of shares
The shares shall be repurchased to be used in the 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 2024, and it revokes all earlier authorizations to repurchase company’s own shares.
18. Authorizing the Board of Directors to resolve 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 Annual General Meeting that the Board of Directors shall 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 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, for example, using the shares as consideration in possible acquisitions or other arrangements related to the company’s business, as financing for investments, using 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 without payment to the company itself.
2. Share issue against payment and without payment
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 without payment (“Share Issue Without Payment”). A directed share issue may be a Share Issue Without Payment 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 5,000,000 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 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 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 5,000,000 shares in total which number is included in the maximum number stated in Section 3 above.
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 all earlier authorizations regarding share issue and issuance of 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 2024.
19. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
This notice including all proposals relating to the agenda of the Annual General Meeting is available on the company’s website at www.suominen.fi/agm/. The annual report of the company, which includes the company’s financial statements, consolidated financial statements, the report of the Board of Directors and the auditor’s report, as well as the remuneration report are available on the above-mentioned website on Monday, March 13, 2023, at the latest. The above-mentioned documents are also available at the General Meeting. The minutes of the General Meeting will be available on the above-mentioned website on Monday, April 17, 2023, at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Registration and right to participate – shareholders registered in the shareholders’ register
Each shareholder who is registered on the record date of the General Meeting on March 22, 2023 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.
Registration for the General Meeting starts on February 13, 2023 at 4.00 p.m. (EET). A shareholder who is registered in the company’s shareholders’ register and wishes to participate in the General Meeting, shall register for the meeting no later than March 29, 2023 by 4.00 p.m. (EEST) by which time the registration must be received by the company. The shareholder may register for the General Meeting:
a) Via the company’s website at www.suominen.fi/agm/.
Electronic registration requires for natural persons the shareholder’s or his/her proxy representative’s, and for legal persons, its representative’s or proxy holder’s strong electronic identification (Finnish or Swedish online banking codes or the Mobile ID).
b) By regular mail or email.
A shareholder registering for the General Meeting by regular mail or email must deliver a registration and advance voting form which is available on the company’s website www.suominen.fi/agm/, or corresponding information by regular mail to Innovatics Oy to the address Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to the address [email protected].
If a shareholder registers for the General Meeting by regular mail or email to Innovatics Oy, the delivery of the registration and advance voting form or the corresponding information before the end of the registration period shall constitute a registration for the General Meeting provided that the information required for registration set out in the form is provided.
In connection with the registration, the shareholder shall provide the requested information, such as his/her name, date of birth/business identity code and contact information as well as the name of a possible assistant or proxy representative and the date of birth and contact information of the proxy representative. The personal data provided will only be used in connection with the General Meeting and with the processing of any related necessary registrations.
The shareholder, his/her representative or proxy holder must be able to prove his/her identity and/or right of representation at the meeting place if necessary.
2. Registration and right to participate – holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of the shares on the basis of which he/she would have the right to be registered on the record date of the General Meeting on March 22, 2023 in the shareholders' register maintained by Euroclear Finland Ltd. In addition, the right to participate requires that the shareholder on the basis of such shares has been temporarily registered in the shareholders' register maintained by Euroclear Finland Ltd at the latest by March 29, 2023, by 10.00 a.m. (EEST). As regards nominee registered shares this constitutes registration for the General Meeting.
A holder of nominee registered shares is advised to request in good time from his/her custodian bank the necessary instructions regarding the temporary registration in the shareholders' register, the issuing of proxy documents and voting instructions and registration for the General Meeting as well as voting in advance. 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 and where necessary, take care of the advance voting on behalf of the holder of nominee registered shares before the end of the registration period for holders of nominee registered shares.
3. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. The proxy representative of the shareholder may also vote in advance as described in this notice.
When registering for the General Meeting and possibly voting in advance via the company’s website, the proxy representative must identify him-/herself in the electronic registration service with strong identification, after which he/she can register and, where necessary, vote in advance on behalf of the shareholder he/she represents.
A shareholder’s proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder in the General Meeting. A template for a proxy document is available on the company’s website at www.suominen.fi/agm/. If a shareholder participates in the 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 General Meeting.
Any proxy documents are requested to be submitted as an attachment in connection with the electronic registration and possible advance voting, or alternatively by regular mail to Innovatics Oy to the address Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland, or by email to the address [email protected] before the end of the registration period. In addition to the delivery of proxy documents, the shareholder or his/her proxy shall ensure the registration for the General Meeting as described above in this notice.
Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic “Representation at the General Meeting”). When registering for the General Meeting in the general meeting service on the company’s website, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. For more information on the electronic authorizations, see www.suomi.fi/e-authorizations.
4. Advance voting
Shareholders with a Finnish book-entry account may also vote in advance on the agenda items 7-18 of the General Meeting between February 13, 2023 at 4.00 p.m. (EET) and March 29, 2023 at 4.00 p.m. (EEST). The advance voting is possible:
a) Via the company’s website at www.suominen.fi/agm/.
Logging in to the service is done in the same way as for registration in accordance with Section C. 1. a) of this notice.
b) By regular mail or email.
A shareholder voting in advance by regular mail or email must deliver a registration and advance voting form which is available on the company’s website www.suominen.fi/agm/, or corresponding information to Innovatics Oy by regular mail to the address Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by email to [email protected]. The delivery must be received by March 29, 2023 by 4.00 p.m. (EEST).
If a shareholder votes in advance by regular mail or email to Innovatics Oy, the delivery of the registration and advance voting form or the corresponding information before the end of the registration period shall also constitute a registration for the General Meeting provided that the shareholder’s message contains the information required in both the registration section and the advance voting section of the form.
A shareholder who has voted in advance may not use the right to ask questions or to demand a vote in accordance with the Companies Act unless the shareholder participates in the General Meeting at the meeting venue his-/herself or through a proxy representative.
For holders of nominee-registered shares, advance voting is carried out via the account manager. The account manager may cast the advance votes on behalf of the holders of nominee-registered shares during the registration period set for the nominee-registered shares in accordance with the voting instructions provided by the holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting.
5. Other information
The language of the meeting is Finnish.
A shareholder present at the General Meeting has a right to ask questions at the General Meeting about matters on the agenda of the meeting in accordance with Chapter 5, Section 25 of the Companies Act.
Changes in the share ownership after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder’s number of votes.
On the date of the notice to the General Meeting, Suominen Corporation has a total of 58,259,219 shares and votes.
In Helsinki, February 3, 2023
SUOMINEN CORPORATION
Board of Directors
Suominen manufactures nonwovens as roll goods for wipes and other applications. Our vision is to be the frontrunner for nonwovens innovation and sustainability. The end products made of Suominen’s nonwovens are present in people’s daily life worldwide. Suominen’s net sales in 2022 were EUR 493.3 million and we have over 700 professionals working in Europe and in the Americas. Suominen’s shares are listed on Nasdaq Helsinki. Read more at www.suominen.fi.
Distribution:
Nasdaq Helsinki
Main media
www.suominen.fi
