SUOMINEN CORPORATION STOCK EXCHANGE RELEASE
12 FEBRUARY 2007 8.30 A.M.
THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN CORPORATION
The Board of Directors of Suominen Corporation has on 12 February 2007
decided to convene the Annual General Meeting of Shareholders to be
held on Thursday 29 March 2007.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF SUOMINEN
CORPORATION
The shareholders of Suominen Corporation are invited to attend the
Annual General Meeting of Shareholders which will be held on Thursday
29 March 2007 at 10.00 a.m. in the Restaurant Palace, Conference Hall,
Eteläranta 10, Helsinki.
The following issues shall be on the agenda of the Meeting:
1. THE ISSUES PERTAINING TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
UNDER ARTICLE 3 OF THE COMPANIES ACT CHAPTER 5 AND ARTICLE 14 OF THE
ARTICLES OF ASSOCIATION
2. AMENDMENT OF THE ARTICLES OF ASSOCIATION
The Board of Directors proposes that the current Articles of
Association be amended partially. The main content of the amendments
is the following:
1) Article 3 concerning the minimum and maximum share capital and the
number of shares shall be deleted.
2) Article 4 concerning the book-entry system shall be amended so that
all other provisions except for the reference that the Companys
shares belong to book-entry system shall be deleted.
3) Article 8 of Articles of Association shall be amended so that
instead of using the term signing the Company name the term right to
represent the Company adopted in the new Companies Act shall be used.
4) Article 12 of the Articles of Association shall be amended so that
the invitation to the General Meeting of Shareholders shall be
published not later than 17 days prior to the General Meeting of
Shareholders.
5) Point 1 of Article 14 of the Articles of Association shall be
amended so that financial statements, including the consolidated
financial statements, and the report of the Board of Directors shall
be presented at the Annual General Meeting of Shareholders and points
3 and 4 so that at the Annual General Meeting of Shareholders the
adoption of the financial statements and the consolidated financial
statements and the allocation of profit shown in the adopted balance
sheet shall be decided upon.
3. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT STOCK OPTIONS
The Board of Directors proposes that the General Meeting would decide
on granting stock options. The main points of the proposal are the
following:
A maximum of 200 000 stock options shall be granted which entitle to
subscribe for altogether a maximum of 200 000 new shares of Suominen
Corporation.
Of the stock options 100 000 shall be marked with the symbol 2007A and
100 000 with the symbol 2007B. The stock options shall be issued in
the book-entry system. The Board of Directors shall decide on the
related procedure and time schedule.
As decided by the Board of Directors, the stock options shall be
granted for no consideration to the members of the Executive Team of
the Company. The pre-emption right of the shareholders shall be waived
because the stock options are intended to form a part of the Groups
incentive program and therefore it is considered that there is a
weighty financial reason for the Company to do so.
Each stock option entitles its holder to subscribe for one (1) new
Companys share. As a result of the subscriptions, the number of the
Company shares may be increased by a maximum of 200 000 new shares.
The share subscription price shall be recognised in the invested non-
restricted equity fund.
The share subscription period shall be for stock option 2007A 2 May
2009 30 October 2010 and for stock option 2007B 2 May 2010 30
October 2011. The Board of Directors of the Company may decide to
advance the beginning of the share subscription period for the stock
options.
The subscription price shall be for stock option 2007A the trade
volume weighted average quotation of the Company share on the Helsinki
Stock Exchange in May 2007 rounded to the nearest cent and for stock
option 2007B the trade volume weighted average quotation of the
Company share on the Helsinki Stock Exchange in May 2008 rounded to
the nearest cent. The subscription price of stock options shall be
reduced in case the Company distributes dividends or funds from the
non-restricted equity fund or in case the Company reduces its share
capital by distributing share capital to its shareholders. The
subscription price per share must nevertheless always be at least EUR
0.01.
4. PROPOSAL OF THE BOARD OF DIRECTORS TO GRANT REPURCHASE
AUTHORISATION TO THE BOARD OF DIRECTORS
The Board of Directors proposes that the General Meeting would
authorise the Board of Directors to decide on a repurchase of a
maximum of 1 186 000 of the Companys own shares. The repurchase
authorisation shall be valid for 18 months after the decision of the
General Meeting.
The shares shall be repurchased for use as consideration in future
acquisitions or other arrangements related to the Companys business,
as financing for investments or as part of the Companys incentive
program or to be held by the Company, to be conveyed by other means or
to be cancelled. The Companys own shares shall be repurchased
otherwise than in proportion to the holdings of the shareholders by
using the non-restricted equity through public trading on the Helsinki
Stock Exchange at the market price prevailing at the time of
acquisition.
5. PROPOSAL OF THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF
DIRECTORS TO DECIDE ON CONVEYING OWN SHARES
The Board of Directors proposes that the General Meeting would
authorise the Board of Directors to decide on conveying a maximum of
1 237 000 of the Companys own shares held by the Company. The
authorisation on conveying shall be valid for 18 months after the end
of the General Meeting.
The Companys own shares held by the Company may be conveyed either
against payment or for free. The shares may be conveyed to the
Companys shareholders in proportion to their current shareholdings in
the Company or waiving the shareholders 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 future
acquisitions or other arrangements related to the Companys business,
as financing investments or as part of the Companys incentive
program.
THE BOARD OF DIRECTORS AND AUDITOR
Shareholders representing over 28 per cent of all votes in the Company
have informed that they will propose to the Annual General Meeting
that the number of members of the Board of Directors be confirmed six,
and that all the present members i.e. Heikki Bergholm, Kai Hannus,
Pekka Laaksonen, Juhani Lassila, Mikko Maijala and Heikki Mairinoja be
re-elected, and the present auditors, PricewaterhouseCoopers Oy,
Authorised Public Accountants, with Heikki Lassila, APA, as the
principal auditor, be re-elected for the next term of office in
accordance with the Articles of Association.
DOCUMENTS ON VIEW
The financial statements and the proposals of the Board of Directors
will be available for shareholders with the beginning on 12 March 2007
at the head office of the Company, address: Vestonkatu 24, FI-33580
Tampere. Copies of the documents will be sent to shareholders on
request.
RIGHT TO ATTEND
Shareholders who are entered in the Companys Register of Shareholders
maintained by Finnish Central Securities Depository Ltd. on Monday 19
March 2007 are entitled to attend the Annual General Meeting.
Shareholders who hold their shares under a name of a nominee must
contact their bank, broker or other custodian to be temporarily
recorded in the Register of Shareholders so that the recording is
effective on 19 March 2007.
NOTIFICATION
Shareholders who wish to attend the Annual General Meeting of
Shareholders must notify the Company of their intention to attend by
Thursday 22 March 2007 before 4.00 p.m., either in writing to Suominen
Corporation, P.O. Box 380, FI-33101 Tampere, or by telephone at
+358 (0)10 214 3535/Minna Lehtonen, or by fax at +358 (0)10 214 3536
or by e-mail at minna.lehtonen@suominen.fi. The notification must
reach the Company before the end of the notification period.
Shareholders are kindly requested to deliver any powers of attorney to
the above-mentioned address before the end of the notification period.
PAYMENT OF THE DIVIDEND
The Board of Directors proposes to the Annual General Meeting of
Shareholders that a dividend of EUR 0.06 per share be paid for the
financial year 2006. The dividend will be paid to a shareholder
registered in the Companys Register of Shareholders maintained by
Finnish Central Securities Depository Ltd. on the record day 3 April
2007. No dividend shall be paid on own shares of the Company. The
Board of Directors proposes to the Annual General Meeting that the
dividend be paid on 12 April 2007.
In Helsinki, 12 February 2007
SUOMINEN CORPORATION
Board of Directors
For additional information please contact Mr. Kalle Tanhuanpää,
President and CEO, tel. +358 (0)10 214 300.