
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. 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.
The Annual General Meeting (AGM) held on March
25, 2021 authorized the Board of Directors 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. 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. 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.
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 o
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
statedabove.
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
June30, 2022.
On May 31, 2021 Suominen announced about the
portion of the annual remuneration of the members of
the Board of Directors which was paid in shares. The total
number of the shares that were granted out of the treasury
shares was 16,042 shares.
On February 25, 2021, in accordance with the share-
based incentive plan 2018–2020, 34,872 shares were
transferred to the participants of the program.
On September 13, 2021, in accordance with the
matching restricted share plan, 9,352 shares were
transferred to the participants of the program.
After these transactions, the maximum amount of the
authorization is 4,939,734 shares in aggregate.
Remuneration of the Board payable in shares
The AGM held on March 25, 2021 confirmed the
remuneration of the Board of Directors. 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
a telephone conference.
60% of the remuneration is paid in cash and 40% in
Suominen Corporation’s shares. Compensation for
expenses is paid in accordance with the company’s valid
travel policy.
The number of shares forming the remuneration
portion, which is payable in shares was 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
87Suominen Annual Report 2021
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