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Suominen reports on decisions of AGM.

NORDIC BUSINESS REPORT-March 16, 2017-Suominen reports on decisions of AGM


Suominen Oyj (HEL:SUY1V), a manufacturer of non-wovens as roll goods for wipes as well as for medical and hygiene products, on Wednesday reported that at the Annual General Meeting of 15 March 2017, the financial statements and the consolidated financial statements for the year 2016 were adopted. The AGM decided to discharge the members of the board of directors and the president & CEO from liability for the financial year 2016.

Also, the AGM decided that a dividend of EUR0.11 per share will be paid, in total EUR5,584,981.05. The record date for the payment of the dividend is 17 March 2017 and the dividend shall be paid on 24 March 2017. This decision was reportedly in accordance with the proposal by the board of directors.

In addition, the AGM decided that the remuneration payable to the members of the board remains unchanged, with the exception of the remuneration of the chair of the board which will be increased by EUR 10,000.

The chair of the board of directors will be paid an annual fee of EUR 60,000, deputy chair of the board an annual fee of EUR37,500 and other board members an annual fee of EUR28,000. Members of the board will receive a fee of EUR500 for each meeting held in the home country of respective member and a fee of EUR1,000 per each meeting held elsewhere than in home country of respective member. 60% of the annual remuneration is paid in cash and 40% in Suominen Corporation's shares.

Reportedly, 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 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 2017 to March 2017 of the company is published.

These shares will be given out of the own shares held by the company by the decision of the board of directors by 2 June 2017 at the latest.

Further, in accordance with the proposal by the shareholders' nomination board, the AGM resolved that compensation for expenses be paid in accordance with the company's valid travel policy.

The AGM decided that the number of board members remains unchanged at six. This decision was in accordance with the proposal by the shareholders' nomination board.

In accordance with the proposal by the shareholders' nomination board, Andreas Ahlstrom, Risto Anttonen, Hannu Kasurinen, Laura Raitio and Jaana Tuominen were re-elected as members of the board. Jan Johansson was elected as a new member and as chair of the board of directors.

Reportedly, all elected members are independent of the company. They are also independent of Suominen's significant shareholders, with the exception of Ahlstrom who acts currently as investment director at Ahlstrom Capital Oy. The largest shareholder of Suominen Corporation, AC Invest Two B.V, is a group company of Ahlstrom Capital Oy.

The AGM decided that the auditor's fee would be paid according to the invoice accepted by the company. The decision was in accordance with the proposal of the board of directors and the recommendation by the audit committee.

Furthermore, Ernst & Young Oy, authorised public accountant firm, was re-elected as the auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy has announced that it will appoint Kristina Sandin, authorised public accountant, as the principally responsible auditor of the company. This decision was reportedly in accordance with the proposal of the board of directors and the recommendation by the audit committee.

Suominen added that the AGM authorised the board to decide on the repurchase of the company's own shares under which a maximum of 400,000 company's own shares can be repurchased. These 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 organised by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition.

These shares shall be repurchased and paid in accordance with the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd. The shares shall be repurchased to be used in company's share-based incentive programmes, 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.

This repurchase authorisation shall be valid until 30 June 2018 and it revokes all earlier authorisations to repurchase company's owns shares.

Finally, in its organising meeting held after the AGM, the board of directors re-elected Anttonen as deputy chair of the board.

The board also elected the members for the audit committee and personnel and remuneration committee. Kasurinen was re-elected as the chair of the audit committee, while Ahlstrom and Tuominen were re-elected as members. Johansson was elected as the chair of the personnel and remuneration committee, while Anttonen and Raitio were re-elected as members.

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Publication:Nordic Business Report
Date:Mar 16, 2017
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