Decisions taken by the Suominen’s Annual General Meeting and the Board of Directors
Suominen Corporation’s Stock Exchange Release on March 19, 2019 at 1:15 pm (EET)
The Annual General Meeting (AGM) of Suominen Corporation was held today on March 19, 2019 in Helsinki, Finland. The AGM adopted the Financial Statements for 2018 and discharged the members of the Board of Directors and the President and CEO from liability for the 2018 financial year. The AGM approved the Board of Directors' proposals concerning authorizing the Board to decide on repurchasing company shares and to resolve on the issuance of shares and granting of options and the issuance of special rights entitling to shares.
Resolutions on the use of the profit shown on the balance sheet
The AGM decided, in accordance with the proposal by the Board of Directors, that no dividend distributed and no capital will be returned from the reserve for invested unrestricted equity for the financial year 2018, and the profit shall be transferred to retained earnings.
Resolution on the remuneration of the members of the Board of Directors
The AGM decided that the remuneration payable to the members of the Board remains unchanged. The Chair would be paid an annual fee of EUR 60,000, Vice Chair of the Board an annual fee of EUR 37,500 and other Board members an annual fee of EUR 28,000. Further, the members of the Board will receive a fee of EUR 500 for each meeting of the Board of Directors held in the home country of the respective member and a fee of EUR 1,000 per each meeting of the Board of Directors held elsewhere than in the home country of the respective member. 60% of the remuneration is paid in cash and 40% in Suominen Corporation’s shares.
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-March 2019 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 31 May 2019 at the latest.
Compensation for expenses is paid in accordance with the company's valid travel policy.
Composition of the Board of Directors
The AGM decided that the number of Board members remains unchanged at six (6).
Mr. Jan Johansson was re-elected as Chair of the Board of Directors and Mr. Andreas Ahlström, Mr. Risto Anttonen, Mr. Hannu Kasurinen, Ms. Laura Raitio were re-elected as members of the Board of Directors.
Ms. Sari Pajari was elected as a new member of the Board.
All elected members are independent of the company. They 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, AC Invest Two B.V., is a group company of Ahlström Capital Oy.
Election of auditor and auditor’s fee
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 Mr. Toni Halonen, Authorised Public Accountant, as the principally responsible auditor of the company. Auditor’s fee was resolved to be paid according to the invoice approved by the Company.
The organizing meeting of the Board of Directors
In its organizing meeting held after the AGM, the Board of Directors re-elected Risto Anttonen as Deputy Chair of the Board.
The Board of Directors elected from among its members the members for the Audit Committee and Personnel and Remuneration Committee. Hannu Kasurinen was re-elected as the Chair of the Audit Committee and Andreas Ahlström and Laura Raitio were re-elected as members. Jan Johansson was re-elected as the Chair of the Personnel and Remuneration Committee and Risto Anttonen was re-elected as member, Sari Pajari was elected as a new member to the Personnel and Remuneration Committee.
SUOMINEN CORPORATION
For more information:
Emilia Peltola, VP, Communications & IR, Suominen Corporation, tel. +358 10 214 3082
Suominen manufactures nonwovens as roll goods for wipes as well as for medical and hygiene products. The end products made of Suominen’s nonwovens – wet wipes, feminine care products and swabs, for instance – bring added value to the daily life of consumers worldwide. Suominen is the global market leader in nonwovens for wipes and employs nearly 700 people in Europe and in the Americas. Suominen’s net sales in 2018 amounted to EUR 431.1 million. The Suominen share (SUY1V) is listed in Nasdaq Helsinki Stock Exchange (Mid Cap). Read more at www.suominen.fi.