Proposals by the Nomination Board to the Annual General Meeting 2025 of Suominen

Suominen Corporation's stock exchange release on January 27, 2025 at 2:00 p.m. EET

Proposal on the number of the members, on the composition, and on the Chair of the Board of Directors

The Shareholders' Nomination Board of Suominen Corporation proposes to the Annual General Meeting 2025 that the number of Board members will be increased from six to seven.

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.

Gail Ciccione’s and Maija Joutsenkoski’s CVs are attached to this stock exchange release. The proposed current members of the Board of Directors are presented on the company website www.suominen.fi.

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.

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.

Proposal on the Board remuneration

The Nomination Board proposes 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.

The composition of the Nomination Board

The members of the Nomination Board, as of September 3, 2024, are Jyrki Vainionpää (President & CEO of A. Ahlström Corporation) as a member appointed by Ahlstrom Capital B.V., Mikael Etola (CEO of Etola-Yhtiöt) as a member appointed by Etola Group Oy and Peter Seligson (Chair of the Board of Directors of A. Ahlström Corporation) as a member appointed by Oy Etra Invest Ab. Charles Héaulmé, Chair of Suominen’s Board of Directors, serves as the fourth member of the Nomination Board.

Jyrki Vainionpää acts as the Chair of the Nomination Board.

All of the proposals made by the Nomination Board were unanimous.

The Board of Directors of Suominen Corporation will include the proposals submitted by the Nomination Board to the Notice of the Annual General Meeting of Suominen which will be published at a later date. The Annual General Meeting of Suominen Corporation is scheduled to be held on April 25, 2025.

SUOMINEN CORPORATION

For additional information please contact Jyrki Vainionpää, Chair of the Nomination Board of Suominen Corporation, tel. +358 50 486 9869

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 2023 were EUR 450.9 million and we have nearly 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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