Notice to the Annual General Meeting of Suominen Corporation

Suominen Corporation’s stock exchange release on February 3, 2022 at 10:00 (EET)

The Annual General Meeting of Suominen Corporation will be held on Thursday, March 24, 2022, at 10.00 a.m. The meeting will be held under special arrangements without shareholders’ or their proxy representatives’ presence at the company’s headquarters at the address Karvaamokuja 2 B, Helsinki.

The Board of Directors of the company has resolved on an exceptional meeting procedure based on temporary legislation that entered into force on May 8, 2021 (375/2021, the “Temporary Act”). In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be held without shareholders’ or their proxy representatives’ presence at the Meeting venue. This is necessary in order to organize the Annual General Meeting in a predictable way while taking into account the health and safety of the company’s shareholders, personnel and other stakeholders.

Shareholders and their proxy representatives can participate in the meeting and exercise their shareholder rights only by voting in advance and by making counterproposals and presenting questions in advance in accordance with this notice and the company’s other instructions. It is not possible to participate in the Annual General Meeting at the Meeting venue or to follow the Meeting through a video stream.

Instructions for shareholders are presented in this notice under section C “Instructions for the participants in the General Meeting”.

A. Matters on the agenda of the General Meeting

1. Opening of the Meeting

2. Calling the Meeting to order

Attorney-at-Law Olli Nikitin will act as the Chairman. If Olli Nikitin is not able to act as the Chairman due to a weighty reason, the Board of Directors will appoint a person it deems most suitable to act as the Chairman. The Chairman may appoint a secretary for the Meeting.

3. Election of person to scrutinize the minutes and to supervise the counting of votes 

Klaus Korhonen will act as the person to scrutinize the minutes and supervise the counting of votes. If Klaus Korhonen is unable to act as the person to scrutinize the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will appoint a person it deems most suitable to act as the person to scrutinize the minutes and supervise the counting of the votes.

4. Recording the legality of the Meeting

5. Recording the attendance at the Meeting and the list of votes

Shareholders who have voted in advance within the advance voting period and have the right to attend the Annual General Meeting under Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be deemed to participate in the General Meeting. The list of votes will be adopted based on information provided by Euroclear Finland Ltd and Innovatics Oy.

6. Presentation of the financial statements, consolidated financial statements, the report of the Board of Directors and the Auditor’s report for the year 2021

The company’s annual report, which includes the company’s financial statements, consolidated financial statements and the report of the Board of Directors as well as the Auditor’s report and which is available on the company’s website no later than three weeks prior to the General Meeting, will be deemed to have been presented to the General Meeting under this item.

7. Adoption of the financial statements and the consolidated financial statements

8. Resolution on the use of the profit shown on the balance sheet

The Board of Directors proposes that a dividend of EUR 0.20 per share shall be paid based on the adopted balance sheet regarding the financial year of 2021 and that the profit shall be transferred to retained earnings. Calculated on the basis of the current total amount of outstanding shares, a total of EUR 11,444,991.60 would be paid as dividend. The record date for the payment of the dividend is March 28, 2022, and the dividend shall be paid on April 7, 2022.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Remuneration Report

The Board of Directors proposes that the Remuneration Report of the company’s organs for 2021 be approved. The resolution is advisory in accordance with the Finnish Companies Act.

The Remuneration Report is available on the company’s website www.suominen.fi/en/agm no later than three weeks before the Annual General Meeting.

11. Resolution on the remuneration of the members of the Board of Directors

The Nomination Board of the shareholders of Suominen Corporation proposes to the Annual General Meeting that the remuneration of the Board of Directors would be as follows: the Chair would be paid an annual fee of EUR 70,000 (2021: EUR 66,000) and the Deputy Chair and other Board members an annual fee of EUR 33,000 (2021: EUR 31,000). The Nomination Board also proposes that the additional fee paid to the Chair of the Audit Committee would remain unchanged and be EUR 10,000.

Further, the Nomination Board proposes that the fees payable for each Board and Committee meeting would remain unchanged and be 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 attended by telephone or other electronic means. No fee is paid for decisions made without convening a meeting.

75% (2021: 60%) of the annual fees is paid in cash and 25% (2021: 40%) in Suominen Corporation’s shares. The shares will be transferred out of the own shares held by the company by the decision of the Board of Directors within two weeks from the date on which the interim report of January-March 2022 of the company is published.

Compensation for expenses will be paid in accordance with the company's valid travel policy.

12. Resolution on the number of members of the Board of Directors

The shareholders’ Nomination Board proposes to the Annual General Meeting that the number of Board members remains unchanged and would be six (6).

13. Election of members of the Board of Directors and the Chairman of the Board of Directors

The shareholders’ Nomination Board proposes to the Annual General Meeting that Andreas Ahlström, Björn Borgman, Jaakko Eskola, Nina Linander and Laura Raitio would be re-elected as members of Suominen Corporation’s Board of Directors.

Out of the current Board members, Sari Pajari-Sederholm has informed that she is not available as a candidate for the Board of Directors.

In addition, the Nomination Board proposes that Aaron Barsness would be elected as a new member of the Board of Directors.

Mr. Aaron Barsness (born 1973, BA (Biology and Environmental Studies), U.S. and Swedish citizen) currently works as the CMO of Fazer Group. He has held a number of senior positions at Fazer, Lynxeye Brand Consultants and Procter & Gamble.

All candidates have given their consent to the election. All candidates are independent of the company. The candidates 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. The candidate information relevant considering their service for the Board of Directors is presented at the company website www.suominen.fi.

The Nomination Board proposes to the Annual General Meeting that Mr. Jaakko Eskola would be re-elected as the Chair of the Board of Directors.

With regard to the selection procedure for the members of the Board of Directors, the Nomination Board recommends that shareholders take a position on the proposal as a whole at the Annual General Meeting. In preparing its proposals the Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competences, has determined that the proposed Board of Directors as a whole also has the best possible expertise for the company and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.

14. Resolution on the remuneration of the Auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the Auditor's fee would be paid according to the invoice approved by the company.

15. Election of Auditor

On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, Authorized Public Accountant firm, would still be elected as the Auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy has informed that it will appoint Toni Halonen, Authorized Public Accountant, as the principally responsible auditor of the company, if Ernst & Young Oy is elected as the company’s auditor.

16. Authorizing the Board of Directors to resolve on the repurchase of the company’s own shares

The Board of Directors proposes to the Annual General Meeting that the Board of Directors be authorized to decide on the repurchase of the company’s own shares on the following terms and conditions:

1. Maximum number of shares to be repurchased

By virtue of authorization, the Board of Directors is entitled to decide on repurchasing a maximum of 1,000,000 company’s own shares.

2. Directed repurchase and consideration to be paid for 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.

3. Holding, cancelling and conveying of shares

The shares shall be repurchased to be used in the 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.

4. Other terms and validity

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 earlier authorizations to repurchase company’s own shares.

17. Authorizing the Board of Directors to decide on the share issue and granting of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act

The Board of Directors proposes to the General Meeting that the Board of Directors shall be authorized to decide on

  1. issuing new shares and/or
  2. conveying the company’s own shares held by the company and/or
  3. granting options and other special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act on the following terms and conditions:

1. Right to shares

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.

2. Share issue against payment and without payment

New shares may be issued, and the company’s own shares held by the company may be conveyed either against payment (“Share Issue Against Payment”) or without payment (“Share Issue Without Payment”). A directed share issue may be a Share Issue Without Payment only if there is an especially weighty financial reason both for the company and with regard to the interests of all shareholders in the company.

3. Maximum number of shares

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.

4. Granting of options and other special rights

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 in section 3 above.

5. Recording of the subscription price

The subscription price of the new shares and the consideration payable for the company’s own shares shall be recorded under the invested non-restricted equity fund.

6. Other terms and validity

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 June 30, 2023.

18. Closing of the Meeting

B. Documents of the Annual General Meeting

This notice including all proposals of the Board of Directors and the Shareholders’ Nomination Board relating to the agenda of the Annual General Meeting is available on the company’s website at www.suominen.fi/en/agm. The annual report of the company, which includes the company’s financial statements, consolidated financial statements, the report of the Board of Directors and the Auditor’s report, as well as the remuneration report are available on the above-mentioned website on Thursday, March 3, 2022, at the latest. The above-mentioned documents are also available at the General Meeting. The minutes of the Meeting will be available on the above-mentioned website on Thursday, April 7, 2022, at the latest.

C. Instructions for the participants in the General Meeting

In order to limit the spread of the Covid-19 pandemic, the Annual General Meeting will be arranged so that shareholders or their proxy representatives may not arrive at the Meeting venue. Shareholders and their proxy representatives can participate in the General Meeting and exercise their rights only by voting in advance and making counterproposals and presenting questions in advance considering the limitations set out in the Temporary Act.

It is not possible to participate in the Annual General Meeting at the Meeting venue or to follow the Meeting through a video stream.

1. Right to participate of a shareholder registered in the shareholders' register

Each shareholder, who is registered on the record date of the General Meeting on March 14, 2022, in the shareholders’ register of the company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.

2. Notice of participation of a shareholder registered in the shareholders’ register and voting in advance

Registration for the meeting and advance voting begins on February 15, 2022, when the deadline for delivering counterproposals has expired and the company has published the possible counterproposals to be put to a vote on the company’s website. A shareholder entered in the company's shareholders’ register, who wishes to participate in the General Meeting, must register for the General Meeting and vote in advance on March 21, 2022, at 10:00 a.m. at the latest, by which time the notice of participation and the votes must be received.

A shareholder must in connection with the registration submit the requested information, such as the shareholder’s name, personal ID and contact details. Personal data disclosed by shareholders to Suominen Corporation or Innovatics Oy in connection with the shareholders’ registration will be used only in connection with the General Meeting and the thereto related necessary handling of registrations.

Shareholders with a Finnish book-entry account can register and vote in advance on certain items on the agenda during the period February 15, 2022 – March 21, 2022, at 10:00 a.m. by the following manners:

a) On the company’s website www.suominen.fi/en/agm

Electronic registering and voting in advance require, for natural persons, shareholder’s or his/her proxy representative’s, and for legal persons, its representative’s or proxy representative’s, strong electronic identification (Finnish or Swedish online banking codes or the Mobile ID).

b) By regular mail or e-mail

A shareholder voting in advance by regular mail or e-mail must deliver an advance voting form, which is available on the company’s website www.suominen.fi/en/agm no later than February 15, 2022, or corresponding information to Innovatics Oy by regular mail to Innovatics Oy, Yhtiökokous / Suominen Corporation, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail to agm@innovatics.fi.

If a shareholder participates in the General Meeting by delivering votes in advance by regular mail or e-mail to Innovatics Oy, the delivery of the votes before the deadline for delivering the notice of participation and the votes has expired shall constitute a registration for the General Meeting provided that information required for registration set out in the advance voting form is provided.

Instructions regarding the voting are available to all shareholders on the company’s website www.suominen.fi/en/agm on February 15, 2022 at the latest. Additional information and technical support for electronic registration is also available by telephone at +358 10 2818 909 (business days at 9:00 a.m. – 12:00 p.m. and 1:00 p.m. – 4:00 p.m.).

3. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her rights thereat by way of proxy representation. Shareholder’s proxy representative must also vote in advance in the manner as set out in this notice.

A proxy representative must identify to the electronic registration service and advance voting in person with strong identification, after which he/she will be able to register and vote in advance on behalf of the shareholder he/she represents.

A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.

A template for a proxy document and the voting instructions are available on the company’s website www.suominen.fi/en/agm as of February 15, 2022, at the latest when the deadline for delivering counterproposals to be put to a vote has expired and when the company has published possible counterproposals to be put to a vote on the company’s website.

Alternatively, a proxy representative may deliver the duly completed and signed proxy documents together with the duly completed and signed advance voting form in accordance with the instructions given on the form to Innovatics Oy by regular mail to the address Innovatics Oy, Yhtiökokous / Suominen Corporation, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by e-mail to agm@innovatics.fi before the deadline for delivering the notice of participation and the advance voting (March 21, 2022, 10:00 a.m.) by which time the documents must be received.

Delivery of a proxy document to Innovatics Oy before the end of the registration period constitutes due registration for the General Meeting provided that the proxy representative delivers the advance voting form or corresponding information to Innovatics Oy together with the proxy document or later before the end of the registration and advance voting period.

A shareholder, who does not vote in advance by himself/herself, may without cost use the company’s proxy authorization service and authorize Attorney-at-Law Veli Siitonen from Merilampi Attorneys Ltd. or another Attorney-at-Law who is independent of the company appointed by him to act as a proxy representative and exercise the shareholder’s voting rights at the General Meeting in accordance with the voting instructions given by the shareholder. The use of the proxy authorization service provided by the company is free of charge for the shareholder. A signed proxy document including an advance voting form must be delivered to Attorney-at-Law Veli Siitonen by regular mail or e-mail (contact details below) before the end of the registration and advance voting period, by which time the documents and information must be received.

Further information on the designated proxy representative is available on the website https://www.merilampi.com/ihmiset/specialist-counsels/veli-siitonen/ and his contact details are:

postal address: Merilampi Attorneys Ltd., Veli Siitonen, Keskuskatu 7, FI-00100 Helsinki, Finland

e-mail: veli.siitonen@merilampi.com

A shareholder may participate in the General Meeting and exercise his/her rights thereat also by appointing another proxy representative of his/her choice. A proxy representative appointed by a shareholder must also vote in advance in the herein described manner.

4. Holder of nominee registered shares

A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd on the record date of the General Meeting March 14, 2022. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register held by Euroclear Finland Ltd at the latest by 10:00 a.m. on March 21, 2022. As regards nominee registered shares this constitutes due registration for the General Meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account manager of the custodian bank must register a holder of nominee registered shares temporarily into the shareholders’ register of the company at the latest by the time stated above and arrange voting on behalf of a holder of nominee registered shares.

5. Making counterproposals to the proposed resolutions and presenting questions in advance

Shareholders holding at least one hundredth of all shares in the company within the meaning of the Temporary Act have a right to make a counterproposal to the proposed resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the company by e-mail to agm@suominencorp.com by no later than February 9, 2022 at 4:00 p.m. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of their shareholdings. The counterproposal will be considered at the General Meeting provided that the shareholder has the right to participate in the General Meeting, he/she has registered for the General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all shares in the company on the record date of the General Meeting. If the counterproposal is not taken up for consideration at the General Meeting, the votes given in favour of the counterproposal will not be taken into account. The company will publish possible counterproposals to be put to a vote on the company’s website www.suominen.fi/en/agm by no later than February 14, 2022.

Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder may present questions with respect to the matters to be considered at the General Meeting until March 8, 2022 at 4:00 p.m. in connection with the electronic registration and advance voting or by e-mail to agm@suominencorp.com. Such questions by shareholders, the company’s responses to such questions as well as other counterproposals than those put to a vote are available on the company’s website www.suominen.fi/en/agm by no later than March 15, 2022. As a prerequisite for presenting questions, a shareholder must present evidence of his/her shareholding.

6. Other instructions/information

On the date of this notice to the Annual General Meeting, February 3, 2022, the total number of shares and votes in Suominen Corporation is 58,259,219.

Changes in shareholdings occurred after the record date of the General Meeting do not have an effect on the right to attend the General Meeting or the number of votes held by a shareholder.

Helsinki, February 3, 2022

SUOMINEN CORPORATIONThe 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 2021 were EUR 443.2 million and we have over 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 Ltd.Key mediawww.suominen.fi

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