
Share information
Share capital
The number of Suominen’s registered shares was
58,259,219 on December 31, 2022, equaling to a share
capital of EUR 11,860,056.00. Suominen has one series of
shares. Each share carries one vote in the Shareholders’
Meeting and right to an equally-sized dividend.
Suominen’s shares are affiliated in a book-entry system.
Share trading and price
The number of Suominen Corporation shares (SUY1V)
traded on Nasdaq Helsinki from January 1 to December
31, 2022 was 10,902,032 shares, accounting for 19.0% of
the average number of shares (excluding treasury shares).
The highest price was EUR 5.27, the lowest EUR 2.36 and
the volume-weighted average price EUR 3.57. The closing
price at the beginning of the review period, on January
3, 2022, was EUR 5.09 and the closing price on the last
trading date of the review period, on December 30, 2022,
was EUR 3.00.
The market capitalization (excluding treasury shares) was
EUR 172.4 million on December 31, 2022.
Authorizations of the Board of Directors
The Annual General Meeting (AGM), held on March 24,
2022 authorized the Board of Directors to decide on the
repurchase a maximum of 1,000,000 of the company’s
own shares. The company’s 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 organized by Nasdaq
Helsinki Ltd at the market price prevailing at the time of
acquisition. The 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 programs, 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, 2023 and it revokes all previous
authorizations to repurchase company’s own shares.
The AGM 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 off
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 stated
above.
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
92 Suominen Annual Report 2022
This is Suominen Sustainability Corporate Governance Financial Information