Suominen Corporation's stock exchange release on March 5, 2025, at 9:45 a.m. (EET)
Notice is given to the shareholders of Suominen Corporation to the Annual General Meeting to be held on Friday, April 25, 2025, at 12:00 noon (EEST) at Messukeskus (Holiday Inn Helsinki - Expo entrance) at the address Rautatieläisenkatu 3, 00520 Helsinki, Finland. The reception of persons who have registered for the meeting will commence at 11:00 a.m. After the meeting, coffee is served, and the shareholders have the opportunity to meet the company's management.
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 persons to scrutinize 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. Presentation of the financial statements, which include the consolidated financial statements, the report of the Board of Directors and the auditor's report for the year 2024
Review by the President & CEO.
The financial statements including the consolidated financial statements, the report of the Board of Directorson April 4, 2025, at the latest.
7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheetand the distribution of dividend
The Board of Directors proposes to the Annual General Meeting that no dividend be paid based on the adopted balance sheet regarding the financial year of 2024 and that the distributable funds be left in the company's unrestricted equity.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Adoption of the remuneration report for governing bodies
The Board of Directors proposes that the Annual General Meeting adopts the remuneration report for the governing bodies for 2024. The resolution is an advisory resolution.
The remuneration report for 2024 will be available on the company's website at www.suominen.fi/agmon April 4, 2025, at the latest.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board of Suominen Corporation proposes to the Annual General Meeting that the remuneration of the Board of Directors remains unchanged and would be as follows: the Chair would be paid an annual fee of EUR 74,000, the Deputy Chair an annual fee of EUR 45,000 and other Board members an annual fee of EUR 35,000. 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% of the annual fees is paid in cash and 25% 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 2025 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 Nomination Board proposes to the Annual General Meeting that the number of Board members will be increased from six to seven.
13. Election of members of the Board of Directors and the Chairman of the Board of Directors
The Nomination Board proposes to the Annual General Meeting that Andreas Ahlström, Björn Borgman, Charles Héaulmé, Nina Linander and Laura Remes would be re-elected as members of the Board of Directors and that Gail Ciccione and Maija Joutsenkoski would be elected as new members of the Board of Directors.
Out of the current Board members, Aaron Barsness has informed that he is not available for re-election to the Board of Directors.
Gail Ciccione (b. 1960, BBA, U.S. citizen) is currently the business owner of Trinity Operations Partner, LLC. Prior to that, she has held a number of executive positions at Laborie Medical Technologies, Becton Dickinson and Kimberly-Clark.
Maija Joutsenkoski (b. 1981, M.Sc. (Technology), Finnish citizen) currently works as an Investment Director at A. Ahlström Corporation. Prior to that, she has held a number of executive and other positions at CapMan Buyout, UPM, Nordic Capital and Goldman Sachs.
All candidates have given their consent to the election. All candidates are independent of the company. All candidates are independent of the company's significant shareholders, with the exceptions of Andreas Ahlström and Maija Joutsenkoski. The largest shareholder of Suominen Corporation, Ahlstrom Capital B.V., is part of the A. Ahlström Group. Andreas Ahlström acts currently as the CEO of Ahlström Invest B.V., which is an associated company of A. Ahlström Group. Maija Joutsenkoski acts as the Investment Director at A. Ahlström Corporation, which is the parent company of Ahlstrom Capital B.V.
Further, the Nomination Board proposes to the Annual General Meeting that Charles Héaulmé would be re-elected as the Chair of the Board of Directors.
With regard to the election procedure for the members of the Board of Directors, the Nomination Board recommends that the 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 board member candidates possess the required competences, has determined that the proposed Board of Directors as a whole has the best possible expertise for the company and that the composition of the Board of Directors meets the other requirements of the Finnish Corporate Governance Code for listed companies.
The presentation of the new persons nominated for the Board of Directors is available on the company's website at www.suominen.fi/agm. The presentation of the nominated current members of the Board of Directors is available on the company's website at www.suominen.fi.
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 be paid according to the invoice approved by the company.
15. Election of auditor
The company has an obligation to organize an audit firm selection procedure in accordance with the EU Audit Regulation (537/2014) concerning the audit for the financial year 2025 (mandatory auditor rotation).
The Audit Committee has prepared its recommendation in accordance with the EU Audit Regulation and organized a statutory audit firm selection procedure. The Committee has reviewed potential audit firm candidates and identified KPMG Oy Ab and Ernst & Young Oy as the best candidates for the global audit engagement of the company. These candidates have been evaluated against a variety of selection criteria, such as proposed audit plan and methodology, experience and composition of the audit team as well as audit quality and price. The selection process included multiple rounds of information submissions, interviews and presentations by the candidates as well as reference checks. After careful consideration based on the selection criteria, KPMG Oy Ab became the Committee's preference and recommended audit firm for the term set out in the articles of association of the company. The Audit Committee confirms that its recommendation is free from influence by a third party and that no clause of the kind referred to in paragraph 6 of Article 16 of the EU Audit Regulation, which would restrict the choice by the Annual General Meeting as regards the appointment of the auditor, has been imposed upon it.
Based on the proposal of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that Authorised Public Accountants KPMG Oy Ab are elected as the auditor of the company for the term set out in the articles of association of the company. KPMG Oy Ab has informed that Anders Lundin, APA, will act as the principally responsible auditor of the company if KPMG Oy Ab is elected as the company's auditor.
16. Resolution on the remuneration of the authorised sustainability auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that the remuneration of the authorised sustainability auditor be paid according to the invoice approved by the company.
17. Election of the authorised sustainability auditor
On the recommendation of the Audit Committee, the Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab be elected as the company's authorised sustainability auditor for a term that lasts until the end of the company's next Annual General Meeting. KPMG Oy Ab has stated that Anders Lundin, ASA, will act as the responsible authorised sustainability auditor if KPMG Oy Ab is elected as the company's authorised sustainability auditor.
18. 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:
By virtue of authorization, the Board of Directors is entitled to decide on repurchasing 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 the company's shares at the time of the proposal.
The company's own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders by using the unrestricted equity through trading on the 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 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.
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, 2026, and it revokes all earlier authorizations to repurchase company's own shares.
19. Authorizing the Board of Directors to resolve on the share issue and granting of option rights and other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting that the Board of Directors be authorized to decide on the issuance of new shares, conveyance of the company's own shares held by the company and/or granting of option rights and other special rights referred to in Chapter 10, Section 1 of the Companies Act.
By virtue of the proposed authorization, the Board of Directors may, by one or several resolutions, issue a maximum of 5,000,000 shares, which corresponds to approximately 8.6 per cent of the total number of the company's shares at the time of the proposal. The shares granted by virtue of option rights and other special rights are included in the aforementioned maximum number. Option rights and other special rights may not be granted as a part of the company's remuneration system.
The share issue can be made either against payment or without payment and can also be directed to the company itself. The authorization entitles the Board of Directors to issue the shares also otherwise than in proportion to the shareholdings of the shareholders (directed share issue). The authorization can be used to carry out acquisitions or other arrangements related to the company's business, to finance investments, to improve the company's financial structure, as part of the company's remuneration system or to pay the share proportion of the remuneration of the members of the Board of Directors or for other purposes decided by the Board of Directors.
The authorization shall revoke all earlier authorizations regarding share issue and issuance of option rights and other special rights entitling to shares. The Board of Directors shall decide on all other terms and conditions related to the authorization. The authorization shall be valid until June 30, 2026.
20. Closing of the meeting
B. Documents of the General Meeting
This notice including all proposals relating to the agenda of the Annual General Meeting are available on the company's website at www.suominen.fi/agm. The annual report of Suominen Corporation, which includes the company's financial statements, consolidated financial statements, the report of the Board of Directors (including the sustainability statement) the auditor's report and the sustainability assurance report, as well as the remuneration report are available on the above website on April 4, 2025 at the latest. 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 May 9, 2025, 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 Ltd. on the record date of the General Meeting April 11, 2025 are entitled to participate in the General Meeting. Any shareholder whose company shares are recorded in their personal Finnish book-entry account is automatically included 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 March 12, 2025, at 4:00 p.m. (EET). 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 April 17, 2025, 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/agm.
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 advance voting form available on the company's website www.suominen.fi/agmor equivalent information to agm@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/agmor 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, address, 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 is only used in connection with the General Meeting and the processing of the necessary registrations related thereto.
The shareholder and their representative or proxy holder must be able to prove their identity and/or right of representation at the meeting.
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. (EET).
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 Ltd. on the record date of the General Meeting April 11, 2025. Participation also requires that the shareholder is temporarily registered in the shareholders' register held by Euroclear Finland Ltd. by April 22, 2025, 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/agm.
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. Shareholders that are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic "Representation at the General Meeting"). When registering for the General Meeting in the general meeting service on the company's website, authorized 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 authorizations, see www.suomi.fi/e-authorizations.
Model proxy documents are available on the company's website www.suominen.fi/agm. 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 agm@innovatics.fibefore 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. Advance voting
A shareholder whose shares in the company are registered in their personal Finnish book-entry account may vote in advance between March 12, 2025, 4:00 p.m. (EET) and April 17, 2025, 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/agm. 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 agm@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 April 17, 2025 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 participate in the General Meeting in person or through a proxy representative at the meeting venue.
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.
5. 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 March 5, 2025, Suominen Corporation has a total of 58,259,219 shares and votes. The company holds on March 5, 2025 a total of 532,116 of its own shares which are not entitled to vote at the General Meeting.
In Helsinki, March 5, 2025
SUOMINEN CORPORATION
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 2024 were EUR 462.3 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
Main media
www.suominen.fi
