Nonwovens / Technical Textiles

2021-03-25

Decisions taken by Suominen’s Annual General Meeting and the Board of Directors

The Annual General Meeting (AGM) of Suominen Corporation was held today on March 25, 2021 in Helsinki, Finland. In order to prevent the spread of the COVID-19 pandemic, the AGM was held without shareholders' and their proxy representatives' presence at the venue of the meeting. The shareholders of the company participated in the meeting and exercised their shareholder rights by voting in advance.

The AGM adopted the Financial Statements for 2020 and discharged the members of the Board of Directors and the President and CEO from liability for the 2020 financial year. The AGM approved the Remuneration Report 2020 for the governing bodies and the Board of Directors' proposals concerning forfeiture of the shares entered in a joint book-entry account and of the rights attached to such shares, the authorization for the Board to decide on repurchasing of the company's shares as well as issuance of shares and granting of options and other 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 a dividend of EUR 0.10 per share and in addition a return of capital of EUR 0.10 per share will be paid. The record date for the payment of the dividend and the return of capital is March 29, 2021 and the dividend and the return of capital shall be paid on April 8, 2021.??

Resolution on the remuneration of the members of the Board of Directors??

The AGM confirmed that the remuneration of the Board of Directors remains unchanged. The Chair will be paid an annual fee of EUR 66,000 and the Deputy Chair and other Board members an annual fee of EUR 31,000. Chair of the Audit Committee will be paid an additional fee of EUR 10,000. Further, the members of the Board will receive a fee for each Board and Committee meeting 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 held as telephone conference.

60% of the annual fee 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 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. Andreas Ahlström, Mr. Björn Borgman, Ms. Nina Linander, Ms. Sari Pajari-Sederholm and Ms. Laura Raitio were re-elected as members of the Board. Jaakko Eskola was elected as a new member of the Board.




Jaakko Eskola was elected as the new Chair of the Board of Directors.

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, Ahlstrom Capital B.V., is a group company of Ahlström Capital Oy. ??Election of auditor and auditor’s fee??Ernst & Young Oy, Authorized 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, Authorized 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 minutes of the Annual General Meeting

The minutes of the Meeting will be available on the company’s website on April 8, 2021, at the latest.??The organizing meeting of the Board of Directors??In its organizing meeting held after the AGM, the Board of Directors re-elected Andreas Ahlström as Deputy Chair of the Board.

??The Board elected from among its members the members for the Audit Committee and Personnel and Remuneration Committee. Nina Linander was re-elected as the Chair of the Audit Committee and Andreas Ahlström and Laura Raitio were re-elected as members. Jaakko Eskola was elected as the Chair of the Personnel and Remuneration Committee and Sari Pajari-Sederholm and Björn Borgman were re-elected as members.?


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