Notice to the Annual General Meeting of Suominen Corporation
Suominen Corporation’s stock exchange release on
February 3, 2022 at 10:00 (EET)
The Annual General Meeting of Suominen Corporation will be held
on Thursday, March 24, 2022, at 10.00 a.m. The meeting will be held
under special arrangements without shareholders’ or their proxy
representatives’ presence at the company’s headquarters at the
address Karvaamokuja 2 B, Helsinki.
The Board of Directors of the company has resolved on an
exceptional meeting procedure based on temporary legislation that
entered into force on May 8, 2021 (375/2021, the “Temporary Act”).
In order to limit the spread of the Covid-19 pandemic, the Annual
General Meeting will be held without shareholders’ or their proxy
representatives’ presence at the Meeting venue. This is necessary
in order to organize the Annual General Meeting in a predictable
way while taking into account the health and safety of the
company’s shareholders, personnel and other stakeholders.
Shareholders and their proxy representatives can participate in
the meeting and exercise their shareholder rights only by voting in
advance and by making counterproposals and presenting questions in
advance in accordance with this notice and the company’s other
instructions. It is not possible to participate in the Annual
General Meeting at the Meeting venue or to follow the Meeting
through a video stream.
Instructions for shareholders are presented in this notice 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
Attorney-at-Law Olli Nikitin will act as the Chairman. If Olli
Nikitin is not able to act as the Chairman due to a weighty reason,
the Board of Directors will appoint a person it deems most suitable
to act as the Chairman. The Chairman may appoint a secretary for
the Meeting.
3. Election of person to scrutinize the minutes and to
supervise the counting of votes
Klaus Korhonen will act as the person to scrutinize the minutes
and supervise the counting of votes. If Klaus Korhonen is unable to
act as the person to scrutinize the minutes and supervise the
counting of the votes due to a weighty reason, the Board of
Directors will appoint a person it deems most suitable to act as
the person to scrutinize the minutes and supervise the counting of
the votes.
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and the list
of votes
Shareholders who have voted in advance within the advance voting
period and have the right to attend the Annual General Meeting
under Chapter 5, Sections 6 and 6a of the Finnish Limited Liability
Companies Act will be deemed to participate in the General Meeting.
The list of votes will be adopted based on information provided by
Euroclear Finland Ltd and Innovatics Oy.
6. Presentation of the financial statements,
consolidated financial statements, the report of the Board of
Directors and the Auditor’s report for the year
2021
The company’s annual report, which includes the company’s
financial statements, consolidated financial statements and the
report of the Board of Directors as well as the Auditor’s report
and which is available on the company’s website no later than three
weeks prior to the General Meeting, will be deemed to have been
presented to the General Meeting under this item.
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 that a dividend of EUR 0.20 per
share shall be paid based on the adopted balance sheet regarding
the financial year of 2021 and that the profit shall be transferred
to retained earnings. Calculated on the basis of the current total
amount of outstanding shares, a total of EUR 11,444,991.60 would be
paid as dividend. The record date for the payment of the dividend
is March 28, 2022, and the dividend shall be paid on April 7,
2022.
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 2021 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/en/agm no later than three weeks before the Annual
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 be as follows: the Chair would be paid an
annual fee of EUR 70,000 (2021: EUR 66,000) and the Deputy Chair
and other Board members an annual fee of EUR 33,000 (2021: EUR
31,000). 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% (2021: 60%) of the annual fees is paid in cash and 25%
(2021: 40%) 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 2022 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, Björn Borgman, Jaakko
Eskola, Nina Linander and Laura Raitio would be re-elected as
members of Suominen Corporation’s Board of Directors.
Out of the current Board members, Sari Pajari-Sederholm has
informed that she is not available as a candidate for the Board of
Directors.
In addition, the Nomination Board proposes that Aaron Barsness
would be elected as a new member of the Board of Directors.
Mr. Aaron Barsness (born 1973, BA (Biology and Environmental
Studies), U.S. and Swedish citizen) currently works as the CMO of
Fazer Group. He has held a number of senior positions at Fazer,
Lynxeye Brand Consultants and Procter & Gamble.
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
Mr. 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. 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 June 30, 2023 and
it revokes all earlier authorizations to repurchase company’s own
shares.
17. 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 Finnish Companies Act
The Board of Directors proposes to the General Meeting that the
Board of Directors shall be authorized to decide on
- issuing new shares
and/or
- conveying the
company’s own shares held by the company and/or
- 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, 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 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 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 June 30, 2023.
18. Closing of the
Meeting
B. Documents of the Annual General Meeting
This notice including all proposals of the Board of Directors
and the Shareholders’ Nomination Board relating to the agenda of
the Annual General Meeting is available on the company’s website at
www.suominen.fi/en/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 Thursday, March 3, 2022, at the latest.
The above-mentioned documents are also available at the General
Meeting. The minutes of the Meeting will be available on the
above-mentioned website on Thursday, April 7, 2022, at the
latest.
C. Instructions for the participants in the General
Meeting
In order to limit the spread of the Covid-19 pandemic, the
Annual General Meeting will be arranged so that shareholders or
their proxy representatives may not arrive at the Meeting venue.
Shareholders and their proxy representatives can participate in the
General Meeting and exercise their rights only by voting in advance
and making counterproposals and presenting questions in advance
considering the limitations set out in the Temporary Act.
It is not possible to participate in the Annual General Meeting
at the Meeting venue or to follow the Meeting through a video
stream.
1. Right to participate of a shareholder registered in
the shareholders' register
Each shareholder, who is registered on the record date of the
General Meeting on March 14, 2022, in the shareholders’ register of
the company held by Euroclear Finland Ltd, has the right to
participate in the 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.
2. Notice of participation of a shareholder registered
in the shareholders’ register and voting in advance
Registration for the meeting and advance voting begins on
February 15, 2022, when the deadline for delivering
counterproposals has expired and the company has published the
possible counterproposals to be put to a vote on the company’s
website. A shareholder entered in the company's shareholders’
register, who wishes to participate in the General Meeting, must
register for the General Meeting and vote in advance on March 21,
2022, at 10:00 a.m. at the latest, by which time the notice of
participation and the votes must be received.
A shareholder must in connection with the registration submit
the requested information, such as the shareholder’s name, personal
ID and contact details. Personal data disclosed by shareholders to
Suominen Corporation or Innovatics Oy in connection with the
shareholders’ registration will be used only in connection with the
General Meeting and the thereto related necessary handling of
registrations.
Shareholders with a Finnish book-entry account can register and
vote in advance on certain items on the agenda during the period
February 15, 2022 – March 21, 2022, at 10:00 a.m. by the following
manners:
a) On the company’s website www.suominen.fi/en/agm
Electronic registering and voting in advance require, for
natural persons, shareholder’s or his/her proxy representative’s,
and for legal persons, its representative’s or proxy
representative’s, strong electronic identification (Finnish or
Swedish online banking codes or the Mobile ID).
b) By regular mail or e-mail
A shareholder voting in advance by regular mail or e-mail must
deliver an advance voting form, which is available on the company’s
website www.suominen.fi/en/agm no later than February 15, 2022, or
corresponding information to Innovatics Oy by regular mail to
Innovatics Oy, Yhtiökokous / Suominen Corporation, Ratamestarinkatu
13 A, 00520 Helsinki, Finland or by e-mail to
agm@innovatics.fi.
If a shareholder participates in the General Meeting by
delivering votes in advance by regular mail or e-mail to Innovatics
Oy, the delivery of the votes before the deadline for delivering
the notice of participation and the votes has expired shall
constitute a registration for the General Meeting provided that
information required for registration set out in the advance voting
form is provided.
Instructions regarding the voting are available to all
shareholders on the company’s website www.suominen.fi/en/agm on
February 15, 2022 at the latest. Additional information and
technical support for electronic registration is also available by
telephone at +358 10 2818 909 (business days at 9:00 a.m. – 12:00
p.m. and 1:00 p.m. – 4:00 p.m.).
3. Proxy representative and powers of
attorney
A shareholder may participate in the General Meeting and
exercise his/her rights thereat by way of proxy representation.
Shareholder’s proxy representative must also vote in advance in the
manner as set out in this notice.
A proxy representative must identify to the electronic
registration service and advance voting in person with strong
identification, after which he/she will be able to register and
vote in advance on behalf of the shareholder he/she represents.
A proxy representative must produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to
represent the shareholder at the General Meeting. If a shareholder
participates in the General Meeting by means of several proxy
representatives representing the shareholder with shares in
different book-entry accounts, the shares by which each proxy
representative represents the shareholder shall be identified in
connection with the registration for the General Meeting.
A template for a proxy document and the voting instructions are
available on the company’s website www.suominen.fi/en/agm as of
February 15, 2022, at the latest when the deadline for delivering
counterproposals to be put to a vote has expired and when the
company has published possible counterproposals to be put to a vote
on the company’s website.
Alternatively, a proxy representative may deliver the duly
completed and signed proxy documents together with the duly
completed and signed advance voting form in accordance with the
instructions given on the form to Innovatics Oy by regular mail to
the address Innovatics Oy, Yhtiökokous / Suominen Corporation,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to
agm@innovatics.fi before the deadline for delivering the notice of
participation and the advance voting (March 21, 2022, 10:00 a.m.)
by which time the documents must be received.
Delivery of a proxy document to Innovatics Oy before the end of
the registration period constitutes due registration for the
General Meeting provided that the proxy representative delivers the
advance voting form or corresponding information to Innovatics Oy
together with the proxy document or later before the end of the
registration and advance voting period.
A shareholder, who does not vote in advance by himself/herself,
may without cost use the company’s proxy authorization service and
authorize Attorney-at-Law Veli Siitonen from Merilampi Attorneys
Ltd. or another Attorney-at-Law who is independent of the company
appointed by him to act as a proxy representative and exercise the
shareholder’s voting rights at the General Meeting in accordance
with the voting instructions given by the shareholder. The use of
the proxy authorization service provided by the company is free of
charge for the shareholder. A signed proxy document including an
advance voting form must be delivered to Attorney-at-Law Veli
Siitonen by regular mail or e-mail (contact details below) before
the end of the registration and advance voting period, by which
time the documents and information must be received.
Further information on the designated proxy representative is
available on the website
https://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen/
and his contact details are:
postal address: Merilampi Attorneys Ltd., Veli Siitonen,
Keskuskatu 7, FI-00100 Helsinki, Finland
e-mail: veli.siitonen@merilampi.com
A shareholder may participate in the General Meeting and
exercise his/her rights thereat also by appointing another proxy
representative of his/her choice. A proxy representative appointed
by a shareholder must also vote in advance in the herein described
manner.
4. Holder of nominee registered shares
A holder of nominee registered shares has the right to
participate in the General Meeting by virtue of such shares, based
on which he/she would be entitled to be registered in the
shareholders’ register of the company held by Euroclear Finland Ltd
on the record date of the General Meeting March 14, 2022. The right
to participate in the General Meeting requires, in addition, that
the shareholder on the basis of such shares has been temporarily
registered into the shareholders’ register held by Euroclear
Finland Ltd at the latest by 10:00 a.m. on March 21, 2022. As
regards nominee registered shares this constitutes due registration
for the General Meeting.
A holder of nominee registered shares is advised to request
without delay necessary instructions regarding the temporary
registration in the shareholder’s register of the company, the
issuing of proxy documents and registration for the General Meeting
from his/her custodian bank. The account manager of the custodian
bank must register a holder of nominee registered shares
temporarily into the shareholders’ register of the company at the
latest by the time stated above and arrange voting on behalf of a
holder of nominee registered shares.
5. Making counterproposals to the proposed resolutions
and presenting questions in advance
Shareholders holding at least one hundredth of all shares in the
company within the meaning of the Temporary Act have a right to
make a counterproposal to the proposed resolutions on the agenda of
the General Meeting, which will be put to a vote. Such
counterproposals must be delivered to the company by e-mail to
agm@suominencorp.com by no later than February 9, 2022 at 4:00 p.m.
Shareholders making a counterproposal must in connection with
delivering the counterproposal present evidence of their
shareholdings. The counterproposal will be considered at the
General Meeting provided that the shareholder has the right to
participate in the General Meeting, he/she has registered for the
General Meeting and that the shareholder holds shares corresponding
to at least one hundredth of all shares in the company on the
record date of the General Meeting. If the counterproposal is not
taken up for consideration at the General Meeting, the votes given
in favour of the counterproposal will not be taken into account.
The company will publish possible counterproposals to be put to a
vote on the company’s website www.suominen.fi/en/agm by no later
than February 14, 2022.
Pursuant to Chapter 5, Section 25 of the Finnish Limited
Liability Companies Act, a shareholder may present questions with
respect to the matters to be considered at the General Meeting
until March 8, 2022 at 4:00 p.m. in connection with the electronic
registration and advance voting or by e-mail to
agm@suominencorp.com. Such questions by shareholders, the company’s
responses to such questions as well as other counterproposals than
those put to a vote are available on the company’s website
www.suominen.fi/en/agm by no later than March 15, 2022. As a
prerequisite for presenting questions, a shareholder must present
evidence of his/her shareholding.
6. Other instructions/information
On the date of this notice to the Annual General Meeting,
February 3, 2022, the total number of shares and votes in Suominen
Corporation is 58,259,219.
Changes in shareholdings occurred after the record date of the
General Meeting do not have an effect on the right to attend the
General Meeting or the number of votes held by a shareholder.
Helsinki, February 3, 2022
SUOMINEN CORPORATIONThe 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 2021 were EUR 443.2 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 Ltd.Key mediawww.suominen.fi
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