Suominen Corporation, inside information, June 8, 2026 at 3:45 p.m. (EEST) 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, JAPAN, SINGAPORE, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Suominen Corporation (hereinafter the “Company” or “Suominen”) announced on 18 May 2026 that it was planning a share issue based on the pre-emptive right of the shareholders. The Board of Directors of Suominen has today, based on the authorisation granted by the extraordinary general meeting held on 8 June 2026, resolved on a rights issue of approximately EUR 28 million, in which it offers for subscription up to 77,121,272 new shares in the Company (the “New Shares”) based on subscription rights granted to existing shareholders in proportion to their existing shareholdings (the “Offering” or the “Rights Issue”). The subscription price for each New Share is EUR 0.36. Where not all New Shares are subscribed for on the basis of subscription rights, the Company’s shareholders and other investors have a right to subscribe for unsubscribed New Shares.

The objective of the Offering is to secure funding for the execution of profitability-enhancing improvements as part of the Company’s strategic Full Potential Program (as defined below) and to strengthen the Company’s capital structure. With the proceeds from the Rights Issue, the Company plans, as part of the Full Potential Program, to make targeted investments in low‑risk assets underpinned by robust demand prospects and strong customer relationships. Moreover, the Company intends to implement structural profitability measures focused on reducing low-profitability volumes and cutting fixed costs, as well as to strengthen the Company’s capital structure. The Company publishes the terms and conditions of the Offering as an attachment to this release.

The Offering in brief

• In the Offering, Suominen seeks to raise approximately EUR 28 million in gross proceeds by offering for subscription up to 77,121,272 New Shares.
• The number of shares in the Company may increase as a result of the Offering from 58,259,219 existing shares to a maximum of 135,380,491 shares. Assuming that the Offering is subscribed for in full, the New Shares will represent approximately 57.0 per cent of all shares in the Company following the completion of the Offering.
• Suominen’s shareholders who are registered in the Company’s shareholder register maintained by Euroclear Finland Oy (“Euroclear Finland”) on the record date of the Offering, 10 June 2026 (the “Record Date”), will receive one (1) book-entry subscription right (the "Subscription Right") for each share in the Company held on the Record Date.
• For every three (3) Subscription Rights, four (4) New Shares may be subscribed for at the Subscription Price.
• The subscription price for each New Share is EUR 0.36 (the “Subscription Price”). The Subscription Price will be recorded in the Company’s reserve for invested unrestricted equity.
• The first trading day of the Company’s shares without Subscription Rights is 9 June 2026.
• The Subscription Price represents a customary discount of approximately 45.1 per cent for rights issues to the theoretical ex-rights price of the share based on the closing price of the Company's share on the trading day immediately preceding the resolution on the Offering (5 June 2026) on Nasdaq Helsinki Ltd (“Helsinki Stock Exchange”).
• The subscription period commences on 15 June 2026 at 9:30 EEST and expires on 29 June 2026 at 16:30 EEST (the “Subscription Period”). The Board of Directors is entitled to extend the Subscription Period.
• The Subscription Rights are expected to be traded on the Helsinki Stock Exchange between 15 June 2026 at 10:00 and 23 June 2026 at 18:30.
• The Company will publish a stock exchange release on or about 30 June 2026 (unless the Subscription Period is extended) stating the preliminary result of the Offering. The final result of the Offering and the total number of New Shares subscribed for will be disclosed on or about 2 July 2026.
• New Shares subscribed for on the basis of Subscription Rights will be registered on the investor’s book-entry account as interim shares representing the New Shares (the “Interim Shares”) after the subscription has been made and paid. The Interim Shares are freely transferable, and trading in the Interim Shares on the Helsinki Stock Exchange as a separate share class is expected to commence on or about 16 June 2026 and to end on or about 3 July 2026.
• New Shares subscribed for without Subscription Rights will be registered on the subscriber’s book-entry account as shares on or about 6 July 2026.
• Trading in the New Shares on the Helsinki Stock Exchange is expected to commence on or about 6 July 2026.
• The Company’s main shareholders, Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, have undertaken to subscribe for their pro rata share of New Shares issued in the Offering (the “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 Offering (the “Underwriting”).
• Danske Bank A/S, Finland Branch and Nordea Bank Abp are acting as the joint global coordinators (the “Joint Global Coordinators”) in the Offering.
• The terms and conditions of the Offering are attached to this release.
  
  

Background to the Offering

Suominen announced the launch of a three-year program to improve profitability on 29 January 2026 (the “Full Potential Program”). The Full Potential Program aims to unlock the full potential of operations and to enhance competitiveness by systematically improving production efficiency, optimising raw-material usage as well as strengthening commercial excellence and procurement. The program also plans for targeted investments in low‑risk assets underpinned by robust demand prospects and strong customer relationships. Moreover, structural profitability measures focusing on reducing low-profitability volumes and fixed costs will be undertaken. The Full Potential Program targets 10% EBITDA and 2-3x leverage in Phase I. At the same time, Suominen also introduced a new functional operating model. The new operating model, with a dedicated focus on customers and factories, is designed to strengthen expertise and effectiveness.

Subscription Undertakings and Underwriting

The Company’s above-mentioned main shareholders support the Offering, and an underwriting commitment covering the entirety of the Offering is in place.

Ahlstrom Capital B.V., on the one hand, and Etola Group Oy and Oy Etra Invest Ab, jointly, on the other hand, together representing a total of 49.02 per cent of the Company’s total shares, have undertaken to subscribe for their pro rata share of new shares issued in the Offering (the “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 Offering (the “Underwriting”). No compensation will be paid to the shareholders for providing their Subscription Undertakings or Underwriting. The Subscription Undertakings and the Underwriting are subject to, among other things, the Financial Supervisory Authority granting Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, permanent exemptions from the obligation to launch a mandatory tender offer, as referred to in the Finnish Securities Markets Act, for the remaining securities entitling to the Company’s shares in the event that the holding of Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, would consequently exceed 30 per cent of all votes carried by the Company’s shares as a result of the Offering.

As announced by the Company on 5 June 2026, the Finnish Financial Supervisory Authority has on 5 June 2026 granted the Ahlstrom Capital B.V. and A. Ahlström Oy as well as Erkki Etola, Etola Group Oy and Oy Etra Invest Ab permanent exemptions from the obligation to make a mandatory tender offer, even if the share of voting rights in the Company of Ahlstrom Capital B.V., separately, or Etola Group Oy and Oy Etra Invest Ab, acting jointly, were to exceed the 30 per cent threshold for the obligation to launch a mandatory tender offer when the Subscription Undertakings and the Underwriting are exercised.

Preliminary timetable of the Offering

9 June 2026 First trading day without Subscription Rights

10 June 2026 Record Date of the Offering

11 June 2026 Subscription Rights registered on the shareholders’ book-entry accounts in Euroclear Finland

15 June 2026 Subscription Period of the Offering commences

15 June 2026 Trading in Subscription Rights on the Helsinki Stock Exchange commences

16 June 2026 Trading in Interim Shares on the Helsinki Stock Exchange commences (estimated)

23 June 2026 Trading in Subscription Rights on the Helsinki Stock Exchange ends

29 June 2026 Subscription Period of the Offering expires and unexercised Subscription Rights lapse without value (estimated)

30 June 2026 Preliminary result of the Offering published (estimated)

2 July 2026 Final result of the Offering published (estimated)

3 July 2026 Trading in Interim Shares on the Helsinki Stock Exchange ends (estimated)

3 July 2026 New Shares issued in the Offering registered with the Trade Register and Interim Shares converted into New Shares (estimated)

6 July 2026 Trading in New Shares on the Helsinki Stock Exchange commences (estimated)

Exemption document

The Company will prepare an exemption document in respect of the Offering (the “Exemption Document”). The Exemption Document is not a prospectus as referred to in the Prospectus Regulation (as defined below). The Exemption Document will be submitted to the Financial Supervisory Authority and published prior to the commencement of the Subscription Period on or about 8 June 2026. The Financial Supervisory Authority will not review or approve the Exemption Document.

The regulated information published by the Company under its ongoing disclosure obligations is available and can be obtained from the Company’s website at www.suominen.fi/investors/.

Auditor’s report on general review of interim report for the period 1 January–31 March 2026

In connection with the contemplated Rights Issue, the Company’s auditor, KPMG Oy Ab, has performed a general review of Suominen’s interim report for the period 1 January – 31 March 2026. For the purpose of the general review, the Company’s interim report published on 7 May 2026 has been supplemented with information regarding the Offering as events occurring after the reporting period. The interim report, supplemented with this information, and the auditor’s report on general review are available on the Company's website at merkintaoikeusanti.suominen.fi/en/.

Listing of Subscription Rights and Interim Shares

The Company submits an application today to Nasdaq Helsinki for the admission to trading of the Subscription Rights and the Interim Shares on the official list of Nasdaq Helsinki, such that trading in the Subscription Rights would be possible during the period from 15 June 2026 at 10:00 (EEST) to 23 June 2026 at 18:30 (EEST) (unless the Subscription Period is extended) and trading in the Interim Shares would be possible from 16 June 2026 (estimated).

The Company intends to apply for the admission to trading of the New Shares, whose subscriptions have been approved by the Company’s Board of Directors, on the official list of Nasdaq Helsinki by means of a separate listing application to be submitted at a later date, such that trading in such New Shares on the regulated market of Nasdaq Helsinki is expected to commence on approximately 6 July 2026 (unless the Subscription Period is extended).

Advisers

Danske Bank A/S, Finland Branch and Nordea Bank Abp are acting as the Joint Global Coordinators in the Offering. Aventum Partners Ltd is acting as the financial advisor to the Company. Castrén & Snellman Attorneys Ltd is acting as the legal advisor to the Company. Miltton Ltd is acting as the communications advisor to the Company. Borenius Attorneys Ltd is acting as the legal advisor to the Joint Global Coordinators.

SUOMINEN CORPORATION
Board of Directors

For further information, please contact:

Charles Héaulmé, President and CEO, tel. +358 10 214 3268

Distribution:

Nasdaq Helsinki
Main media
www.suominen.fi

Attachment:

Terms and conditions of the Offering

About Suominen Corporation

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.

IMPORTANT NOTICE

This release is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any part of the Offering in the United States or to conduct a public offering of securities in the United States.

The distribution of this release may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such relevant legal restrictions. The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, New Zealand, Japan, Singapore, South Africa or any other jurisdiction in which the release, publication or distribution would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This release is not directed to, and is not intended for release, publication or distribution to or use by, any person or entity that is a citizen or resident of, or is located in, any locality, state, country or other jurisdiction where such release, distribution, publication, availability or use would violate law or regulation or which would require any registration or licensing within such jurisdiction.

In any EEA Member State, other than Finland, this release is only addressed to and is only directed to “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “Prospectus Regulation”).

In the United Kingdom, this release is only addressed to and is only directed to persons who are "qualified investors" as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading Regulations 2024 who also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) fall within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any securities mentioned herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this release or any of its contents.

This release does neither constitute a prospectus as defined in the Prospectus Regulation nor the Exemption Document and, as such, it does not constitute or form part of, and should not be construed as, an offer to sell, or a solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity in relation to any securities.

No part of this release, nor the fact of its release, publication or distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the pertinence, accuracy, completeness or correctness of the information or the opinions contained herein. Neither the Company nor any of its respective affiliates, advisors or representatives or any other person, shall have any liability whatsoever (in negligence or otherwise) for any loss, however arising from any use of this release or its contents or otherwise arising in connection with this release. Each person must rely on their own examination and analysis of the Company, its subsidiaries, its securities and the transactions, including the merits and risks involved.

Danske Bank A/S, Finland Branch and Nordea Bank Abp are acting exclusively for the Company and no one else in connection with the Rights Issue. Neither Danske Bank A/S, Finland Branch nor Nordea Bank Abp will regard any other person as their respective client in relation to the Rights Issue. Neither Danske Bank A/S, Finland Branch nor Nordea Bank Abp will be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for giving advice in relation to the Rights Issue or any transaction or arrangement referred to herein.

This release includes forward-looking statements. These statements may not be based on historical facts, but are statements about future expectations. When used in this release, the words “aims,” “anticipates,” “assumes,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will,” “would” and similar expressions as they relate to the Company and the transactions identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. These forward-looking statements are based on present plans, estimates, projections and expectations and are not guarantees of future performance. They are based on certain expectations, which, even though they seem to be reasonable at present, may turn out to be incorrect. Such forward-looking statements are based on assumptions and are subject to various risks and uncertainties. Readers should not rely on these forward-looking statements. Numerous factors may cause the actual results of operations or financial condition of the Company to differ materially from those expressed or implied in the forward-looking statements. Neither the Company nor any of its affiliates, advisors, representatives or any other person undertakes any obligation to review, confirm or to publicly release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise following the date of this release.