Notice convening the Extraordinary General Meeting of Suominen Corporation
Idag, 16:00
Suominen Corporation’s stock exchange release on May 18, 2026, at 5:00 p.m. (EEST)
The shareholders of Suominen Corporation are invited to the Extraordinary General Meeting to be held on Monday, 8 June 2026, at 9:00 a.m. (EEST). The General Meeting will be held without a meeting venue using remote connection in real time, in accordance with Section 10 of the Articles of Association of the Company and Chapter 5, Section 16 Subsection 3 of the Finnish Limited Liability Companies Act. Instructions for participation are provided in section C of this notice.
The shareholders can also exercise their right to vote by voting in advance. Instructions for advance voting are shown in this notice to the General Meeting under Section C. “Instructions for the participants in the General Meeting”.
A. Matters on the agenda of the General Meeting
The General Meeting will discuss the following matters:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the person to scrutinise the minutes and supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorising the board of directors to decide on a rights issue
In a stock exchange release published on the date of this notice, the company announced that it is planning a share issue, based on the pre-emptive right of the shareholders, to raise gross proceeds of up to approximately EUR 28 million (Rights Issue). The Rights Issue has been described in more detail in said stock exchange release.
The objective of the Rights Issue is to secure funding for the execution of profitability-enhancing improvements as a part of the company’s strategic Full Potential Program and to strengthen the company’s capital structure. The plan is to launch the Rights Issue during the second quarter of 2026, subject to, among other things, receiving necessary authorisations in the Extraordinary General Meeting and market conditions.
The company’s main shareholders, including Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, together representing a total of approximately 49.02 per cent of the company’s shares, have each issued an undertaking to vote in favour of the proposal to authorise the board of directors to resolve on the Rights Issue and to subscribe for their pro rata share of new shares issued in the Rights Issue (Subscription Undertakings). In addition, Ahlstrom Capital B.V. separately, and Etola Group Oy and Oy Etra Invest Ab acting jointly, have provided subscription guarantee commitments collectively covering the remainder of the Rights Issue (Underwriting). No compensation will be paid to the shareholders for providing their commitments. The Subscription Undertakings and the Underwriting are subject to, among other things, the Financial Supervisory Authority granting permanent exemptions from the obligation to launch a mandatory tender offer for the remaining securities entitling to the company’s shares in the event that the relevant shareholdings would consequently exceed 30 per cent of all votes carried by the company’s shares as a result of the Rights Issue.
Based on the foregoing, the board of directors proposes that the Extraordinary General Meeting authorises the board of directors to resolve on the Rights Issue, in which a maximum of 500,000,000 new shares in the company are issued.
In the Rights Issue, the company’s shareholders shall have a pre-emptive right to the shares to be issued in the same proportion as they already hold shares in the company. If shares remain unsubscribed on this basis, the board of directors shall be entitled to decide on offering the unsubscribed shares for subscription to the company’s shareholders or other persons in such proportions as it deems fit.
In the event that shares are issued on the basis of a secondary subscription right, such shares may first be issued to the company itself without consideration and subsequently transferred to the subscribers, in order to enable delivery of the shares to the subscribers against payment. The issuance of shares to the company for this purpose shall not reduce the remaining maximum number of shares issuable under the authorisation. The issuance of shares to the company requires that the number of own shares held by the company does not exceed 10 per cent of the company’s total shares.
The board of directors is authorised to resolve on all other terms and conditions of the Rights Issue, including the subscription and payment period and the grounds for determining the subscription price, as well as to attend to the practical measures relating to the Rights Issue.
It is proposed that the authorisation is valid until 30 September 2026. The authorisation does not revoke any other authorisations granted to the board of directors to resolve on share issues and granting of special rights entitling to shares.
As described above, the company’s main shareholders, Ahlstrom Capital B.V. separately, and Etola Group Oy and Oy Etra Invest Ab acting jointly, have committed to Subscription Undertakings and Underwriting in respect of the Rights Issue (Arrangement), subject to, among other things, the Financial Supervisory Authority granting permanent exemptions from the obligation to launch a mandatory tender offer. A precondition for the exemption to take effect is expected to be that, at the General Meeting, shareholders independent of the Arrangement approve the rights issue by a majority of at least two-thirds of the votes cast.
7. Amendments to the board of directors’ authorisations
The Annual General Meeting held on 15 April 2026 resolved to authorise the board of directors to decide, on the one hand, on the repurchase of the company’s own shares and, on the other hand, on a share issue as well as on the issuance of option rights and other special rights entitling to shares.
Under the authorisation to repurchase own shares (Repurchase Authorisation), the board of directors is entitled to decide on the repurchase of a maximum of 1,000,000 of the company’s own shares, which corresponds to approximately 1.7 per cent of the total number of shares in the company on the date of this notice.
Under the authorisation for a share issue and the issuance of option rights and other special rights entitling to shares (Share Issue Authorisation), the board of directors is entitled to decide on the issuance of a maximum of 8,000,000 shares, which corresponds to approximately 13.7 per cent of the total number of shares in the company on the date of this notice.
The board of directors proposes that the Extraordinary General Meeting resolves to amend the authorisations resolved at the Annual General Meeting so that the maximum number of shares issuable under each authorisation is increased in such a manner that the maximum number of shares covered by each authorisation as a percentage of all shares in the company remains unchanged (rounded down to the nearest full thousand shares) following the implementation of the Rights Issue proposed in item 6 above. If the Rights Issue will be carried out in accordance with the proposed maximum amount, the maximum amount of the Repurchase Authorisation would be 9,582,000 shares and the Share Issue Authorisation would be 76,658,000 shares.
In all other respects, the authorisations would remain unchanged.
For clarity, amending the Share Issue Authorisation does not revoke the authorisation regarding the Rights Issue proposed in item 6 above.
8. Closing of the meeting
B. Documents of the General Meeting
All proposals relating to the agenda of the Extraordinary General Meeting are available on the company’s website at www.suominen.fi/egm. Also, the other documents referred to in Chapter 5, Section 21 of the Finnish Limited Liability Companies Act are available on said website. The proposals and other documents mentioned above are also available at the General Meeting.
The minutes of the General Meeting will be available on the above website on 22 June 2026, at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Shareholders who are registered in the shareholders’ register of Euroclear Finland Oy on the record date of the General Meeting 27 May 2026 are entitled to participate in the General Meeting. Any shareholder whose company shares are recorded in their personal Finnish book-entry account or share savings account is registered in the company’s shareholders’ register. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.
The registration period for the General Meeting commences on 19 May 2026 at 9:00 a.m. (EEST). A shareholder who is registered in the company’s shareholders’ register and wishes to participate in the General Meeting must register for the meeting no later than 1 June 2026, by 4:00 p.m. (EEST), by which time the registration must be received. A shareholder can register for the General Meeting:
a) Via the company’s website at www.suominen.fi/egm.
Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate.
b) By e-mail.
Shareholders registering by e-mail shall submit the registration form and possible advance voting form available on the company’s website www.suominen.fi/egm or equivalent information to egm@innovatics.fi.
c) By mail.
Shareholders registering by mail shall submit the registration form and advance voting form available on the company’s website www.suominen.fi/egm or equivalent information to Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
The shareholder and their representative are required to provide necessary information, such as the shareholder’s name, date of birth or business ID, phone number and/or e-mail, the name of any assistant or proxy representative and the proxy representative’s date of birth, phone number and/or e-mail. The personal data provided to Suominen Corporation and Innovatics Oy is only used in connection with the General Meeting and the processing of the necessary registrations related thereto.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m. (EEST).
2. Holders of nominee registered shares
A holder of nominee-registered shares is entitled to participate in the General Meeting based on the shares which would entitle them entry into the shareholders’ register held by Euroclear Finland Oy on the record date of the General Meeting 27 May 2026. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 3 June 2026, by 10:00 a.m. (EEST) at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of the shareholder's voting rights.
A holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions, registration and attendance at the General Meeting, and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to participate in the General Meeting temporarily in the shareholders’ register of the company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. Further information is also available on the company's website at www.suominen.fi/egm.
A nominee-registered shareholder who has registered for the General Meeting may also, if they wish, participate in the meeting in real time via telecommunications connection and technical means. Real-time participation in the meeting requires, in addition to temporary registration in the company's shareholders' register, the submission of the shareholder's email address and telephone number and, if necessary, a power of attorney and other documents required to prove the right of representation by mail to Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi before the end of the registration period for nominee-registered shareholders in accordance with more detailed instructions received by the shareholder from their custodian, so that the shareholder can be sent a participation link and password for attending the meeting. If the holder of nominee-registered shares has authorised their custodian to vote in advance on their behalf, the votes thus submitted will be taken into account as advance votes of the holder of nominee-registered shares at the General Meeting, unless the holder of nominee-registered shares votes otherwise at the General Meeting.
3. Proxy representatives and powers of attorney
A shareholder may attend the General Meeting and exercise their rights at the meeting through a proxy representative. A shareholder’s proxy representative may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and possible advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder who they represent. The shareholder’s proxy representative must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting.
Proving the right to represent can be done by using the suomi.fi e-authorizations service available in the electronic registration service. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). When registering for the General Meeting in the general meeting service on the company’s website, authorised representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information on the electronic authorisations, see www.suomi.fi/e-authorizations.
Model proxy documents are available on the company’s website www.suominen.fi/egm. If a shareholder participates in the General Meeting through several proxy representatives representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy representative represents the shareholder shall be identified in connection with the registration.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to egm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.
4. Participation instructions
Shareholders entitled to participate in the Extraordinary General Meeting will attend and exercise their rights in full and in real time via a remote connection during the meeting.
The remote connection to the Extraordinary General Meeting will be implemented through Inderes Plc’s virtual meeting service on the Videosync platform, which provides video and audio access to the meeting. Using the remote connection does not require any paid software or downloads. Participation requires, in addition to an internet connection, a computer, smartphone or tablet equipped with speakers or headphones for audio and a microphone for asking questions or making statements orally. It is recommended to use one of the following browsers: Chrome, Firefox, Edge, Safari or Opera. Logging into the meeting system well before the scheduled start time is advisable.
A participation link and password for remote attendance will be sent by e-mail and/or text message to the e-mail address and/or mobile phone number provided at registration to all registered participants no later than the day before the Extraordinary General Meeting. Therefore, shareholders who have voted in advance may also, if they wish, participate remotely via a data connection. Votes cast in advance will be taken into account in the decision-making of the Extraordinary General Meeting regardless of whether the shareholder participates remotely or not. If they do participate remotely, they will have the opportunity to change their advance votes during the meeting if a vote takes place.
Detailed information about the meeting service, additional instructions for a proxy representing multiple shareholders, the service provider’s contact details, and guidance for potential technical issues can be found at https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet and internet connection is available at https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended to review the detailed participation instructions before the start of the Extraordinary General Meeting.
5. Advance voting
A shareholder whose shares in the company are registered in their personal Finnish book-entry account may vote in advance between 19 May 2026, 9:00 a.m. (EEST) and 1 June 2026, 4:00 p.m. (EEST) on certain items on the agenda of the General Meeting
a) via the company’s website at www.suominen.fi/egm. Login to the service is done in the same way as for registration in section C.1 of this notice;
b) by e-mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy by e-mail at egm@innovatics.fi; or
c) by mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
Advance votes must be received by the time the advance voting ends, i.e. by 1 June 2026 at 4:00 p.m. (EEST). The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that the submission contains the above information required for registration.
A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Companies Act unless they themselves or through a proxy participate in the General Meeting via remote connection.
With respect to nominee-registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by the holders of the nominee-registered shares during the registration period set for the nominee-registered shareholders.
Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.
6. Other instructions/information
The language of the meeting is primarily Finnish, but some speeches may be given in English. At the meeting, there will be simultaneous interpretation into English and, for speeches given in English, into Finnish.
A shareholder present at the General Meeting has a right to ask questions at the General Meeting about matters on the agenda of the meeting in accordance with Chapter 5, Section 25 of the Companies Act.
On the date of the notice to the General Meeting, i.e. on 18 May 2026, Suominen Corporation has a total of 58,259,219 shares and votes. The company holds a total of 418,263 of its own shares which are not entitled to vote at the General Meeting.
In Helsinki, 18 May 2026
SUOMINEN CORPORATION
The Board of Directors
Suominen manufactures nonwovens as roll goods for wipes and other applications. Our vision is to be the frontrunner for nonwovens innovation and sustainability. The end products made of Suominen’s nonwovens are present in people’s daily life worldwide. Suominen’s net sales in 2025 were EUR 412,4 million and we have almost 700 professionals working in Europe and in the Americas. Suominen’s shares are listed on Nasdaq Helsinki. Read more at www.suominen.fi.
Distribution:
Nasdaq Helsinki
Main media
www.suominen.fi
Ämnen i artikeln
Notice convening the Extraordinary General Meeting of Suominen Corporation
Idag, 16:00
Suominen Corporation’s stock exchange release on May 18, 2026, at 5:00 p.m. (EEST)
The shareholders of Suominen Corporation are invited to the Extraordinary General Meeting to be held on Monday, 8 June 2026, at 9:00 a.m. (EEST). The General Meeting will be held without a meeting venue using remote connection in real time, in accordance with Section 10 of the Articles of Association of the Company and Chapter 5, Section 16 Subsection 3 of the Finnish Limited Liability Companies Act. Instructions for participation are provided in section C of this notice.
The shareholders can also exercise their right to vote by voting in advance. Instructions for advance voting are shown in this notice to the General Meeting under Section C. “Instructions for the participants in the General Meeting”.
A. Matters on the agenda of the General Meeting
The General Meeting will discuss the following matters:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the person to scrutinise the minutes and supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorising the board of directors to decide on a rights issue
In a stock exchange release published on the date of this notice, the company announced that it is planning a share issue, based on the pre-emptive right of the shareholders, to raise gross proceeds of up to approximately EUR 28 million (Rights Issue). The Rights Issue has been described in more detail in said stock exchange release.
The objective of the Rights Issue is to secure funding for the execution of profitability-enhancing improvements as a part of the company’s strategic Full Potential Program and to strengthen the company’s capital structure. The plan is to launch the Rights Issue during the second quarter of 2026, subject to, among other things, receiving necessary authorisations in the Extraordinary General Meeting and market conditions.
The company’s main shareholders, including Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, together representing a total of approximately 49.02 per cent of the company’s shares, have each issued an undertaking to vote in favour of the proposal to authorise the board of directors to resolve on the Rights Issue and to subscribe for their pro rata share of new shares issued in the Rights Issue (Subscription Undertakings). In addition, Ahlstrom Capital B.V. separately, and Etola Group Oy and Oy Etra Invest Ab acting jointly, have provided subscription guarantee commitments collectively covering the remainder of the Rights Issue (Underwriting). No compensation will be paid to the shareholders for providing their commitments. The Subscription Undertakings and the Underwriting are subject to, among other things, the Financial Supervisory Authority granting permanent exemptions from the obligation to launch a mandatory tender offer for the remaining securities entitling to the company’s shares in the event that the relevant shareholdings would consequently exceed 30 per cent of all votes carried by the company’s shares as a result of the Rights Issue.
Based on the foregoing, the board of directors proposes that the Extraordinary General Meeting authorises the board of directors to resolve on the Rights Issue, in which a maximum of 500,000,000 new shares in the company are issued.
In the Rights Issue, the company’s shareholders shall have a pre-emptive right to the shares to be issued in the same proportion as they already hold shares in the company. If shares remain unsubscribed on this basis, the board of directors shall be entitled to decide on offering the unsubscribed shares for subscription to the company’s shareholders or other persons in such proportions as it deems fit.
In the event that shares are issued on the basis of a secondary subscription right, such shares may first be issued to the company itself without consideration and subsequently transferred to the subscribers, in order to enable delivery of the shares to the subscribers against payment. The issuance of shares to the company for this purpose shall not reduce the remaining maximum number of shares issuable under the authorisation. The issuance of shares to the company requires that the number of own shares held by the company does not exceed 10 per cent of the company’s total shares.
The board of directors is authorised to resolve on all other terms and conditions of the Rights Issue, including the subscription and payment period and the grounds for determining the subscription price, as well as to attend to the practical measures relating to the Rights Issue.
It is proposed that the authorisation is valid until 30 September 2026. The authorisation does not revoke any other authorisations granted to the board of directors to resolve on share issues and granting of special rights entitling to shares.
As described above, the company’s main shareholders, Ahlstrom Capital B.V. separately, and Etola Group Oy and Oy Etra Invest Ab acting jointly, have committed to Subscription Undertakings and Underwriting in respect of the Rights Issue (Arrangement), subject to, among other things, the Financial Supervisory Authority granting permanent exemptions from the obligation to launch a mandatory tender offer. A precondition for the exemption to take effect is expected to be that, at the General Meeting, shareholders independent of the Arrangement approve the rights issue by a majority of at least two-thirds of the votes cast.
7. Amendments to the board of directors’ authorisations
The Annual General Meeting held on 15 April 2026 resolved to authorise the board of directors to decide, on the one hand, on the repurchase of the company’s own shares and, on the other hand, on a share issue as well as on the issuance of option rights and other special rights entitling to shares.
Under the authorisation to repurchase own shares (Repurchase Authorisation), the board of directors is entitled to decide on the repurchase of a maximum of 1,000,000 of the company’s own shares, which corresponds to approximately 1.7 per cent of the total number of shares in the company on the date of this notice.
Under the authorisation for a share issue and the issuance of option rights and other special rights entitling to shares (Share Issue Authorisation), the board of directors is entitled to decide on the issuance of a maximum of 8,000,000 shares, which corresponds to approximately 13.7 per cent of the total number of shares in the company on the date of this notice.
The board of directors proposes that the Extraordinary General Meeting resolves to amend the authorisations resolved at the Annual General Meeting so that the maximum number of shares issuable under each authorisation is increased in such a manner that the maximum number of shares covered by each authorisation as a percentage of all shares in the company remains unchanged (rounded down to the nearest full thousand shares) following the implementation of the Rights Issue proposed in item 6 above. If the Rights Issue will be carried out in accordance with the proposed maximum amount, the maximum amount of the Repurchase Authorisation would be 9,582,000 shares and the Share Issue Authorisation would be 76,658,000 shares.
In all other respects, the authorisations would remain unchanged.
For clarity, amending the Share Issue Authorisation does not revoke the authorisation regarding the Rights Issue proposed in item 6 above.
8. Closing of the meeting
B. Documents of the General Meeting
All proposals relating to the agenda of the Extraordinary General Meeting are available on the company’s website at www.suominen.fi/egm. Also, the other documents referred to in Chapter 5, Section 21 of the Finnish Limited Liability Companies Act are available on said website. The proposals and other documents mentioned above are also available at the General Meeting.
The minutes of the General Meeting will be available on the above website on 22 June 2026, at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Shareholders who are registered in the shareholders’ register of Euroclear Finland Oy on the record date of the General Meeting 27 May 2026 are entitled to participate in the General Meeting. Any shareholder whose company shares are recorded in their personal Finnish book-entry account or share savings account is registered in the company’s shareholders’ register. Changes in the shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the shareholder's voting rights.
The registration period for the General Meeting commences on 19 May 2026 at 9:00 a.m. (EEST). A shareholder who is registered in the company’s shareholders’ register and wishes to participate in the General Meeting must register for the meeting no later than 1 June 2026, by 4:00 p.m. (EEST), by which time the registration must be received. A shareholder can register for the General Meeting:
a) Via the company’s website at www.suominen.fi/egm.
Electronic registration requires strong identification of the shareholder or their legal representative or proxy with a Finnish, Swedish, or Danish bank ID, or a mobile certificate.
b) By e-mail.
Shareholders registering by e-mail shall submit the registration form and possible advance voting form available on the company’s website www.suominen.fi/egm or equivalent information to egm@innovatics.fi.
c) By mail.
Shareholders registering by mail shall submit the registration form and advance voting form available on the company’s website www.suominen.fi/egm or equivalent information to Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
The shareholder and their representative are required to provide necessary information, such as the shareholder’s name, date of birth or business ID, phone number and/or e-mail, the name of any assistant or proxy representative and the proxy representative’s date of birth, phone number and/or e-mail. The personal data provided to Suominen Corporation and Innovatics Oy is only used in connection with the General Meeting and the processing of the necessary registrations related thereto.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m. (EEST).
2. Holders of nominee registered shares
A holder of nominee-registered shares is entitled to participate in the General Meeting based on the shares which would entitle them entry into the shareholders’ register held by Euroclear Finland Oy on the record date of the General Meeting 27 May 2026. Participation also requires that the shareholder is temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 3 June 2026, by 10:00 a.m. (EEST) at the latest. In the case of nominee-registered shares, this is considered as registration for the General Meeting. Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of the shareholder's voting rights.
A holder of nominee-registered shares is advised to request well in advance the necessary instructions from their custodian bank regarding temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions, registration and attendance at the General Meeting, and advance voting. The account manager of the custodian bank shall register the holder of nominee-registered shares who wishes to participate in the General Meeting temporarily in the shareholders’ register of the company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. Further information is also available on the company's website at www.suominen.fi/egm.
A nominee-registered shareholder who has registered for the General Meeting may also, if they wish, participate in the meeting in real time via telecommunications connection and technical means. Real-time participation in the meeting requires, in addition to temporary registration in the company's shareholders' register, the submission of the shareholder's email address and telephone number and, if necessary, a power of attorney and other documents required to prove the right of representation by mail to Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi before the end of the registration period for nominee-registered shareholders in accordance with more detailed instructions received by the shareholder from their custodian, so that the shareholder can be sent a participation link and password for attending the meeting. If the holder of nominee-registered shares has authorised their custodian to vote in advance on their behalf, the votes thus submitted will be taken into account as advance votes of the holder of nominee-registered shares at the General Meeting, unless the holder of nominee-registered shares votes otherwise at the General Meeting.
3. Proxy representatives and powers of attorney
A shareholder may attend the General Meeting and exercise their rights at the meeting through a proxy representative. A shareholder’s proxy representative may also elect to vote in advance as described in this notice if they so wish. The proxy representative must authenticate to the electronic registration service and possible advance voting personally with strong authentication, after which they will be able to register and vote in advance on behalf of the shareholder who they represent. The shareholder’s proxy representative must present dated proxy documents, or otherwise in a reliable manner prove that they are entitled to represent the shareholder at the General Meeting.
Proving the right to represent can be done by using the suomi.fi e-authorizations service available in the electronic registration service. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). When registering for the General Meeting in the general meeting service on the company’s website, authorised representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information on the electronic authorisations, see www.suomi.fi/e-authorizations.
Model proxy documents are available on the company’s website www.suominen.fi/egm. If a shareholder participates in the General Meeting through several proxy representatives representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy representative represents the shareholder shall be identified in connection with the registration.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by mail to Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to egm@innovatics.fi before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy shall register for the General Meeting in the manner described above in this notice.
4. Participation instructions
Shareholders entitled to participate in the Extraordinary General Meeting will attend and exercise their rights in full and in real time via a remote connection during the meeting.
The remote connection to the Extraordinary General Meeting will be implemented through Inderes Plc’s virtual meeting service on the Videosync platform, which provides video and audio access to the meeting. Using the remote connection does not require any paid software or downloads. Participation requires, in addition to an internet connection, a computer, smartphone or tablet equipped with speakers or headphones for audio and a microphone for asking questions or making statements orally. It is recommended to use one of the following browsers: Chrome, Firefox, Edge, Safari or Opera. Logging into the meeting system well before the scheduled start time is advisable.
A participation link and password for remote attendance will be sent by e-mail and/or text message to the e-mail address and/or mobile phone number provided at registration to all registered participants no later than the day before the Extraordinary General Meeting. Therefore, shareholders who have voted in advance may also, if they wish, participate remotely via a data connection. Votes cast in advance will be taken into account in the decision-making of the Extraordinary General Meeting regardless of whether the shareholder participates remotely or not. If they do participate remotely, they will have the opportunity to change their advance votes during the meeting if a vote takes place.
Detailed information about the meeting service, additional instructions for a proxy representing multiple shareholders, the service provider’s contact details, and guidance for potential technical issues can be found at https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet and internet connection is available at https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended to review the detailed participation instructions before the start of the Extraordinary General Meeting.
5. Advance voting
A shareholder whose shares in the company are registered in their personal Finnish book-entry account may vote in advance between 19 May 2026, 9:00 a.m. (EEST) and 1 June 2026, 4:00 p.m. (EEST) on certain items on the agenda of the General Meeting
a) via the company’s website at www.suominen.fi/egm. Login to the service is done in the same way as for registration in section C.1 of this notice;
b) by e-mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy by e-mail at egm@innovatics.fi; or
c) by mail by submitting the advance voting form available on the company’s website or equivalent information to Innovatics Oy at Innovatics Oy, General Meeting / Suominen Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
Advance votes must be received by the time the advance voting ends, i.e. by 1 June 2026 at 4:00 p.m. (EEST). The submission of votes by mail or e-mail before the end of the registration and advance voting period shall be considered as registration for the General Meeting, provided that the submission contains the above information required for registration.
A shareholder who has voted in advance cannot exercise the right to ask questions or demand a vote under the Companies Act unless they themselves or through a proxy participate in the General Meeting via remote connection.
With respect to nominee-registered shareholders, the advance voting is carried out by the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by the holders of the nominee-registered shares during the registration period set for the nominee-registered shareholders.
Proposals for resolution that are subject to advance voting are deemed to have been made at the General Meeting without any changes.
6. Other instructions/information
The language of the meeting is primarily Finnish, but some speeches may be given in English. At the meeting, there will be simultaneous interpretation into English and, for speeches given in English, into Finnish.
A shareholder present at the General Meeting has a right to ask questions at the General Meeting about matters on the agenda of the meeting in accordance with Chapter 5, Section 25 of the Companies Act.
On the date of the notice to the General Meeting, i.e. on 18 May 2026, Suominen Corporation has a total of 58,259,219 shares and votes. The company holds a total of 418,263 of its own shares which are not entitled to vote at the General Meeting.
In Helsinki, 18 May 2026
SUOMINEN CORPORATION
The Board of Directors
Suominen manufactures nonwovens as roll goods for wipes and other applications. Our vision is to be the frontrunner for nonwovens innovation and sustainability. The end products made of Suominen’s nonwovens are present in people’s daily life worldwide. Suominen’s net sales in 2025 were EUR 412,4 million and we have almost 700 professionals working in Europe and in the Americas. Suominen’s shares are listed on Nasdaq Helsinki. Read more at www.suominen.fi.
Distribution:
Nasdaq Helsinki
Main media
www.suominen.fi
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