Suominen Corporation's stock exchange release on February 4, 2021 at 10:00 a.m. (EET)
Notice is given to the shareholders of Suominen Corporation to the Annual General Meeting to be held on Thursday March 25, 2021 at 10:00 a.m. 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 the temporary legislation approved by the Finnish Parliament on September 15, 2020 (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. Shareholders can however follow the Annual General Meeting through internet on video stream. Shareholders following the Annual General Meeting in this way are not considered to participate in the Annual General Meeting. Instructions for shareholders to participate in the Annual General Meeting and to follow the meeting through internet are presented in this notice under section C "Instructions for the participants in the Annual General Meeting".
A. Matters on the agenda of the Annual 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 Chairman due to a weighty reason, the Board of Directors will appoint a person it deems most suitable to act as 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 adoption of 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 have participated at the Annual General Meeting.
6. Presentation of the financial statements, consolidated financial statements, the report of the Board of Directors and the Auditor's report for the year 2020
Presentation of the review by the President and CEO.
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 Annual General Meeting, will be deemed to have been presented to the Annual 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 0.10 per share shall be paid based on the adopted balance sheet regarding the financial year of 2020 and that the profit shall be transferred to retained earnings. In addition, the Board of Directors proposes that in addition to the dividend, a return of capital of EUR 0.10 per share shall be distributed from the reserve for invested unrestricted equity. Calculated on the basis of the current total amount of shares, a total of 5,756,834.10 euros would be paid as dividend and a total of 5,756,834.10 as return of capital, in total 11,513,668.20 euros. The record date for the payment of the dividend and return of capital is March 29, 2021 and the dividend and the return of capital shall be paid on April 8, 2021.
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 2020 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/agmno 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 remains unchanged and would be as follows: the Chair would be paid an annual fee of EUR 66,000 and the Deputy Chair and other Board members an annual fee of EUR 31,000. The Nomination Board also proposes that the Chair of the Audit Committee would be paid an additional fee of EUR 10,000.
Further, the Nomination Board proposes that the fees payable for each Board and Committee meeting would 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. In 2020 the fee for meetings held as a telephone conference was EUR 250. Otherwise the meeting fees are proposed to remain unchanged.
60% of the annual fees is paid in cash and 40% in Suominen Corporation's shares. The number of shares to be transferred will be determined based on the share value in the stock exchange trading maintained by Nasdaq 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 2021 of the company is published. The shares will be transferred out of the own shares held by the company by the decision of the Board of Directors by May 31, 2021 at the latest.
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 Nomination Board of Suominen Corporation's shareholders 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 Nomination Board of Suominen Corporation's shareholders proposes to the Annual General Meeting that Andreas Ahlström, Björn Borgman, Nina Linander, Sari Pajari-Sederholm and Laura Raitio would be re-elected as members of Suominen Corporation's Board of Directors.
Out of the current Board members, the Chair of the Board Jan Johansson has informed that he is not available as a candidate for the Board of Directors.
In addition, the Nomination Board proposes that Jaakko Eskola would be elected as a new member of the Board of Directors.
Mr. Jaakko Eskola (born 1958, M.Sc. (Eng.), Finnish citizen) currently works as Senior Advisor to the Board and Executive Team of Wärtsilä Corporation. He has held a number of senior positions at Wärtsilä since 1998. Mr. Eskola is the outgoing Chair of the Board at Ahlstrom-Munksjö Oyj, Deputy Chair of the Board at Varma Mutual Pension Insurance Company, and a member of the Board at the Finnish Foundation for Share Promotion.
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 elected as the Chair of the Board of Directors.
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. Forfeiture of the shares entered in a joint book-entry account and of the rights attached to such shares
The shares of Suominen Corporation ("Suominen") were incorporated in the book-entry system on October 1, 2001. The company was established by full demerger of Lassila & Tikanoja plc (0110679-8) ("Demerging Company") when all of the assets and liabilities of the Demerging Company were transferred without liquidation to J.W. Suominen Yhtymä Oy (current business name Suominen Corporation) and to new company named Lassila & Tikanoja plc (1680140-0). The shareholders of the Demerging Company received as demerger consideration one share in new Lassila & Tikanoja plc and one share in Suominen for each share in the Demerging Company.
The shareholders of the Demerging Company owning paper share certificates were required to declare their ownership for registration in the book-entry system no later than seven (7) days prior to the effective date of the demerger, that is by September 23, 2001, to avoid the Suominen shares to be given to them as demerger consideration being registered on a joint account. Some shares in Suominen are nevertheless still registered on the joint account because the owners of such shares have not made the declaration for registration.
The Board of Directors proposes to the Annual General Meeting that the General Meeting would, in accordance with the Chapter 3, Section 14 a, Subsection 3 of the Finnish Companies Act, decide on the forfeiture of the rights to Suominen shares entered in the Suominen joint account as well as the rights attached to such shares.
The forfeiture concerns, under Chapter 3, section 14 a, subsection 3 of the Finnish Companies Act, the rights to such Suominen's shares entered in the joint account that have not been requested to be registered in the book-entry system in accordance with the Chapter 6, Section 3 of the Act on the Book-Entry and Settlement Activities prior to the resolution concerning the matter by the Annual General Meeting.
The forfeiture concerns 4,049 Suominen's shares entered in Suominen's joint account on February 4, 2021 which represents approximately 0,007 percent of all shares in the company. The number of shares whose transfer into the book-entry system has been validly declared prior to the resolution concerning the matter by the Annual General Meeting, at the latest, and whose request for conversion has been finalized by October 31, 2021, at the latest, will be deducted from the number of shares referred to above.
If the Annual General Meeting resolves on the forfeiture of the shares on the joint account and of the rights attached to such shares, all of such shares shall become the company's treasury shares and provisions of the Finnish Companies Act on treasury shares shall be applied to such shares.
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 400 000 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, 2022 and it revokes all earlier authorizations to repurchase company's own shares.
18. 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, 2022.
19. 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 March 4, 2021 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 April 8, 2021, 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.
A shareholder or a proxy representative may not participate in the General Meeting by means of real-time telecommunications either, but shareholders may follow the General Meeting through internet by video stream by ordering a video stream link and a password in advance either in connection with the electronic registration and advance voting or separately from website www.suominen.fi/en/agm. The link is personal, and it must be ordered by March 24, 2021 at 10.00 am at the latest. Ordering the video stream link requires strong electronic identification by Finnish or Swedish online banking codes or mobile ID. Representative or proxy holder of a legal person shareholder must also identify to the service with his/her personal bank codes and inform which legal person shareholders he/she represents. Holder of nominee registered shares and other shareholders who or whose representatives do not have Finnish or Swedish online banking codes or mobile ID cannot order video stream link through the website but may contact Innovatics Oy by e-mail agm@innovatics.fiin order to receive video stream link and password to follow the meeting through the video stream. The link to the video stream, the password and the instructions to follow the meeting through the video stream are sent by e-mail and SMS to the e-mail address and mobile phone number informed by the orderer. The video stream link to follow the meeting will be sent only to such shareholders who are registered in the shareholders' register of the company on the record date of the General Meeting. Shareholders following the General Meeting in this way are not considered to participate in the General Meeting unless they have also registered and voted in advance according to this notice.
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 15, 2021 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 16, 2021, 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 22, 2021 at 10:00 a.m. at the latest, by which time the notice of participation and the votes must be received.
Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda during the period February 16, 2021 - March 22, 2021 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 its 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 e-mail
A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form available on the company's website www.suominen.fi/en/agmor 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.
A shareholder must in connection with the registration submit the requested information, such as the shareholder's name, personal ID and e-mail address and/or phone number. Personal data disclosed in connection with the shareholders' registration will be used only in connection with the General Meeting and the thereto related necessary handling of registrations.
Instructions regarding the voting are available to all shareholders on the company's website www.suominen.fi/en/agm. 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 and 13:00 p.m. - 16:00 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 holder must also vote in advance in the manner as set out in this notice.
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 voting instructions are available on the company's website www.suominen.fi/en/agmas of February 16, 2021 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.
A shareholder, who will not vote in advance himself/herself, may without cost use the company's proxy authorization service and authorize Veli Siitonen, Attorney-at-Law at Merilampi Attorneys Ltd., or another of the company independent Attorney-at-Law 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 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. A proxy representative must deliver the signed proxy document given to him/her including an advance voting form by regular mail to Innovatics Oy, Yhtiökokous / Suominen Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail to agm@innovatics.fibefore the end of the registration and advance voting period, by which time the documents or corresponding information must be received or deliver the proxy document in connection with the electronic registration and advance voting.
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.
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 15, 2021. 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 22, 2021. 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.comby no later than February 10, 2021 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/agmby no later than February 15, 2021.
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 9, 2021 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 on the company's website www.suominen.fi/en/agmby no later than March 16, 2021. 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 4, 2021, 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 4, 2021
SUOMINEN CORPORATION
The 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, such as wet wipes, feminine care products and swabs, are present in people's daily life worldwide. Suominen's net sales in 2020 were EUR 458.9 million and we have nearly 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 media
www.suominen.fi
