Suominen

Suominen Corporation's stock exchange release on June 16, 2025, at 4:00 p.m. EEST

Jonni Friman, EVP, Transformation Management Office and a member of the Executive Management Team has decided to leave Suominen to pursue new opportunities outside the company.

“I want to extend my heartfelt thanks to Jonni for his exceptional leadership of the Transformation Management Office (TMO). As planned, the TMO will now be dissolved, with its responsibilities seamlessly integrated into various functions to maintain our strategic focus and ensure a smooth transition,” says Tommi Björnman, President & CEO.

Following this change, the composition of Suominen’s Executive Management Team will be as of August 1, 2025:

• Tommi Björnman, President & CEO
• Janne Silonsaari, CFO
• Darryl Fournier, COO
• Markku Koivisto, EVP, EMEA & CTO
• Mark Ushpol, EVP, Americas
• Minna Rouru, Chief People and Communications Officer
  
  

SUOMINEN CORPORATION
Tommi Björnman, President & CEO

For more information, please contact:
Tommi Björnman, President & CEO, tel. +358 10 214 3018

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

Suominen Corporation June 12, 2025 at 3:15 p.m. (EEST)

Suominen Oyj - Managers' Transactions
____________________________________________
Person subject to the notification requirement
Name: Tommi Björnman
Position: Chief Executive Officer
 Issuer: Suominen Oyj
LEI: 743700Z1BNFYR9PRDF52
Notification type: INITIAL NOTIFICATION
Reference number: 110660/8/6

____________________________________________
Transaction date: 2025-06-11
Outside a trading venue
Instrument type: SHARE
ISIN: FI0009010862
Nature of transaction: RECEIPT OF A SHARE-BASED INCENTIVE

Transaction details
(1): Volume: 9359 Unit price: 0 N/A

Aggregated transactions (1):
Volume: 9359 Volume weighted average price: 0 N/A

SUOMINEN CORPORATION

For more information, please contact:
Anni Luoma, General Counsel, tel. +358 10 214 3397

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.

Suominen Corporation's stock exchange release on June 12, 2025 at 3:00 p.m. (EEST)

Suominen Corporation has transferred without consideration a total of 9,359 of its own shares held by the company as treasury shares to the President & CEO Tommi Björnman in accordance with the terms and conditions of the share-based incentive plan communicated in the stock exchange release published on May 19, 2023.

The decision on the directed share issue is based on the authorization granted to the Board of Directors by the Annual General Meeting of Shareholders on April 25, 2025.

After the share delivery on June 11, 2025, the company holds a total of 486,744 treasury shares.

SUOMINEN CORPORATION

For further information:
Anni Luoma, General Counsel, tel. +358 10 214 3397

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

Suominen Corporation's stock exchange release on May 16, 2025 at 1:00 p.m. (EEST)

Following the decision taken at Suominen’s Annual General Meeting on April 25, 2025, Suominen has transferred 36,013 shares to the members of the Board of Directors on May 16, 2025 as part of the remuneration of the Board. According to the decision taken at the Annual General Meeting, 25% of the annual remuneration is paid in the company’s shares.

After the transfer, the company holds a total of 496,103 treasury shares.

The resolutions of the Annual General Meeting were communicated in a stock exchange release on April 25, 2025.

SUOMINEN CORPORATION

For further information:
Anni Luoma, General Counsel, tel. +358 10 214 3397

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

Suominen Corporation, inside information, May 7, 2025 at 9:35 a.m. (EEST)

Suominen announces a cost-saving program to secure profitable growth and ensure long-term competitiveness.

"We are launching a cost saving program to address our structural costs across operations and global functions to secure profitable growth. This is a necessary step to improve our competitiveness and profitability, as we continue investing in innovation and sustainability, collaborating closely with our customers,” says President & CEO Tommi Björnman.

The program is expected to result in savings of approximately EUR 10 million. Savings are planned to realize over the next 24 months. The saving program is expected to affect up to 60 positions globally, subject to local consultation procedures.

SUOMINEN CORPORATION

For further information:
Tommi Björnman, President & CEO, tel. +358 10 214 3018

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

Suominen Corporation’s Interim Report on May 7, 2025, at 9:30 a.m. (EEST)

Suominen Corporation’s Interim Report for January 1 – March 31, 2025:

Navigating a challenging environment

KEY FIGURES

In this financial report, the figures shown in brackets refer to the comparison period last year if not otherwise stated.

January–March 2025 in brief:

• Net sales increased by 3.4% and amounted to EUR 117.5 million (113.6)
• Comparable EBITDA decreased to EUR 4.1 million (4.5)
• Cash flow from operations was EUR -0.4 million (-2.2)
  
  

Outlook for 2025

Suominen expects that its comparable EBITDA (earnings before interest, taxes, depreciation and amortization) in 2025 will increase from 2024. In 2024, Suominen’s comparable EBITDA was EUR 17.0 million.

Tommi Björnman, President & CEO:

“The market remained volatile in the first quarter of 2025, making for a challenging start to the year. Global supply chains are being impacted by geopolitical uncertainty, particularly around tariffs, prompting stakeholders to take precautionary measures. Stock levels for Asian-imported goods are increasing across both of our business areas. Despite a decline in consumer confidence, demand for our products remained stable during the first quarter of the year.

In the first quarter our net sales reached EUR 117.5 million (113.6). While our sales volumes were lower than in the comparison period, higher raw material prices, improved sales mix and strong commercial execution led to increased sales prices. Notably, 27% of our net sales in the quarter came from new products launched in the last three years, demonstrating our ability to innovate and meet market needs.

Our quarterly comparable EBITDA decreased to EUR 4.1 million (4.5) primarily due to higher operating expenses.

Sustainability is integral to our strategy and a key factor in our long-term success. We are committed to being the frontrunner in sustainable nonwovens and our innovation work is strongly focused on developing more sustainable nonwoven solutions that meet our customers' needs. In March, we published our new sustainability agenda for the period 2025–2030. The most important topics for us and our stakeholders are People and safety, Sustainable nonwovens, Low impact manufacturing and Corporate citizenship. The KPI’s presented in the agenda reflect our commitment to sustainability and help us measure our impact as well as drive meaningful change.

Last year, we announced two large investments, in Spain and in the USA, to enhance our capabilities in sustainable products. These projects, totaling approximately EUR 30 million, are progressing as planned.”

NET SALES

In the first quarter our net sales reached EUR 117.5 million (113.6), an increase of 3.4% from the comparison period. While our sales volumes were lower than in the comparison period, higher raw material prices, an improved sales mix and strong commercial execution led to increased sales prices. Additionally, currency fluctuations had a positive impact on net sales, contributing EUR 0.9 million.

Suominen has two business areas, Americas and EMEA. Net sales of the Americas business area were EUR 73.6 million (70.0) and net sales of the EMEA business area were EUR 43.9 million (43.5).

EBITDA, OPERATING PROFIT AND RESULT

Comparable EBITDA (earnings before interest, taxes, depreciation and amortization) decreased to EUR 4.1 million (4.5) primarily due to higher operating expenses. The negative impact from currency fluctuations on EBITDA was EUR 0.5 million. There were no items affecting comparability in the first quarter of 2025 (EUR +0.2 million in 2024, related to the closure of the Mozzate plant in Italy). EBITDA was EUR 4.1 million (4.7).

Comparable operating profit decreased to EUR -0.3 million (-0.1). Operating profit was EUR -0.3 million (0.1). There were no items affecting comparability of EBIT in 2025 (EUR +0.2 million in 2024, related to the closure of the Mozzate plant in Italy).

Result before income taxes was EUR -2.2 million (-0.7), and result for the reporting period was EUR
-2.2 million (-1.0).

FINANCING

The Group’s net interest-bearing liabilities at nominal value amounted to EUR 67.4 million (49.2) at the end of the review period. The gearing ratio was 60.0% (39.0%) and the equity ratio 37.2% (39.6%).

In January–March, net financial expenses were EUR -1.9 million (-0.8), or -1.6% (-0.7%) of net sales. Fluctuations in exchange rates increased the net financial items by EUR 0.6 million. In the comparison period the fluctuations in exchange rates decreased the net financial items by EUR 0.4 million.

Cash flow from operations was EUR -0.4 million (-2.2), representing a cash flow per share of EUR -0.01 (-0.04). EUR 2.8 million was tied in working capital (in Q1 2024: EUR 5.8 million was tied in working capital). The improvement in the working capital was mainly in inventories and receivables.

CAPITAL EXPENDITURE

The gross capital expenditure totaled to EUR 5.8 million (2.0) and the largest investments were related to the growth investment initiatives in Bethune, USA and Alicante, Spain. Other investments were mainly for maintenance.

Depreciation and amortization for the review period amounted to EUR 4.4 million (4.6). There were no impairment losses in 2025 (EUR 0.0 million in 2024).

PROGRESS IN SUSTAINABILITY

Suominen provided a detailed overview of its sustainability performance in the Sustainability Statement published on April 1 as part of the Report by the Board of Directors published in Suominen’s Annual Report 2024. The Sustainability Statement was prepared in accordance with the Finnish Accounting Act, European Sustainability Reporting Standards (ESRS) and EU Taxonomy regulation.

In March 2025, Suominen released its Sustainability Agenda for 2025–2030, outlining key sustainability themes and targets. The agenda focuses on four main themes: People and safety, Sustainable nonwovens, Low impact manufacturing and Corporate citizenship. These themes are based on Suominen’s double materiality assessment completed in 2024, reaffirming their relevance from the previous agenda period (2020–2025).

Suominen prioritizes safety and accident prevention, aiming for zero lost time accidents (LTA). One LTA occurred in the first quarter at Suominen sites. Another goal is to achieve a diversity, equity, and inclusion (DEI) index of 80% by 2030.

We are committed to improving production efficiency and resource utilization, targeting reductions in scope 1, 2, and 3 greenhouse gas emissions in line with the Paris Agreement (limiting global warming to 1.5°C), and achieving zero manufacturing waste to landfill by 2030.

Our portfolio includes sustainable nonwovens, and we continuously develop innovative solutions with reduced environmental impact. We aim for over two-thirds of our consumed raw materials to be from plant-based resources and for more than half of our new R&D initiatives to focus on advancing the development of sustainable products.

We promote responsible business practices and transparent communication. Our goals include assessing all qualified raw material suppliers against Suominen’s sustainability criteria and training all employees in Suominen’s sustainability program.

Suominen will report its progress towards these goals for the first time in 2026.

INFORMATION ON SHARES AND SHARE CAPITAL

Share capital

The number of Suominen’s registered shares was 58,259,219 shares on March 31, 2025, equaling to a share capital of EUR 11,860,056.00.

Share trading and price

The number of Suominen Corporation shares traded on Nasdaq Helsinki from January 1 to March 31, 2025, was 208,458 shares, accounting for 0.4% of the average number of shares (excluding treasury shares). The highest price was EUR 2.73, the lowest EUR 1.91 and the volume-weighted average price EUR 2.18. The closing price at the end of review period was EUR 2.03. The market capitalization (excluding treasury shares) was EUR 117.2 million on March 31, 2025.

Treasury shares

On March 31, 2025, Suominen Corporation held 532,116 treasury shares.

The portion of the remuneration of the members of the Board of Directors which shall be paid in shares

The Annual General Meeting held on April 25, 2025, decided that 75% of the annual remuneration of the members of the Board of Directors is paid in cash and 25% in Suominen Corporation’s shares.

The shares will be transferred out of the treasury 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.

Share-based incentive plans for the management and key employees

The Group management and key employees participate in the company’s share-based long-term incentive plans. The plans are described in more detail in the Financial Statements and in the Remuneration Report, available on the company’s website www.suominen.fi.

Company's Performance Share Plan currently includes three 3-year performance periods, calendar years 2023–2025, 2024–2026 and 2025–2027. The aim of the Performance Share Plan is to combine the objectives of the shareholders and the persons participating in the plan in order to increase the value of the company in long-term, to build loyalty to the company and to offer them competitive reward plans based on earning and accumulating the company’s shares.

Suominen announced on January 27, 2025, that the Board of Directors of Suominen Corporation has decided on the commencement of a new long-term incentive plan period covering the years 2025–2027 for management and key employees.

The performance criteria of the performance period 2025–2027 are tied to Absolute Total Shareholder Return (weight 40%) covering the years 2025–2027, Relative Total Shareholder Return (weight 40%) covering the years 2025–2027, and operative performance and sustainability goal (weight 20%) covering the year 2025 and measuring the company’s target to improve its raw material efficiency.

The value of the rewards to be paid on the basis of the plan corresponds to a maximum total of 1,375,431 shares of Suominen, including also the proportion to be paid in cash. The target group in the performance period 2025–2027 consists of 27 key employees, including the President & CEO and other members of the Executive Management Team.

Performance Share Plan: Ongoing performance periods

The President & CEO of the company must hold 50% of the net number of shares given on the basis of the plan, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. A member of the Executive Team must hold 50% of the net number of shares given on the basis of the plan, as long as his or her shareholding in total corresponds to the value of half of his or her annual gross salary. Such number of shares must be held as long as the participant’s employment or service in a group company continues.

The President & CEO’s share-based incentive plan

The aim of the plan is to align the objectives of the shareholders and the President & CEO in order to increase the value of Suominen in the long-term, to retain the President & CEO at the company, and to offer him a competitive reward plan that is based on acquiring, receiving and accumulating the company's shares.

Under the plan the President & CEO is expected to own or acquire up to 30,000 shares of Suominen Corporation at a price formed in public trading on Nasdaq Helsinki. Suominen will match the share investment by way of the President & CEO receiving, without consideration, up to 60,000 matching shares (gross, including also the proportion to be paid in cash).

The remaining vesting periods are June 1, 2023–June 1, 2025, and June 1, 2023–June 1, 2026. The potential reward will be paid partly in shares and partly in cash in three equal installments after each vesting period, provided that the President & CEO’s service in the company is in force at the time of the reward payment. The cash proportion is intended to cover taxes and tax-related costs arising from the rewards to the President & CEO.

NOTIFICATIONS UNDER CHAPTER 9, SECTION 5 OF THE SECURITIES MARKET ACT

During the review period Suominen received no notifications under Chapter 9, Section 5 of the Securities Market Act.

CHANGES IN THE EXECUTIVE TEAM

Minna Rouru started in January 2025, as Chief People & Communications Officer at Suominen.

Mark Ushpol started in January 2025 as EVP, Americas business area at Suominen.

Darryl Fournier started in February 2025 as Chief Operating Officer at Suominen.

All new members of Suominen's Executive Management Team report to President & CEO Tommi Björnman.

SHORT TERM RISKS AND UNCERTAINTIES

The market remained volatile in the first quarter of 2025, making for a challenging start to the year. Global supply chains are being impacted by geopolitical uncertainty, particularly around tariffs, prompting stakeholders to take precautionary measures. Stock levels for Asian-imported goods are increasing across both of our business areas. Despite a decline in consumer confidence, demand for our products remained stable during the first quarter of the year

The ongoing war in Ukraine has no direct impact on Suominen’s business, as the company does not have customers or suppliers in Russia, Belarus, or Ukraine. Suominen is primarily affected by the indirect economic impacts of the conflict. The situation in the Red Sea has temporarily increased sea freight costs.

Suominen’s other risks and uncertainties include but are not limited to: risks related to manufacturing, competition, raw material prices and availability, customer specific volumes and credits, changes in legislation, political environment or economic conditions and investments, and financial risks.

A more detailed description of risks is available in Suominen’s Annual Report 2024 at suominen.fi/investors.

BUSINESS ENVIRONMENT

Suominen’s nonwovens are, for the most part, used in daily consumer goods such as wet wipes as well as in hygiene and medical products. In these target markets of Suominen the general economic situation determines the development of consumer demand even though the demand for consumer goods is not very cyclical in nature. North America and Europe are the largest market areas for Suominen. In addition, the company operates in the South American markets. The growth in the demand for nonwovens has typically exceeded the growth of gross domestic product by a couple of percentage points.

We follow closely market development and signals from our customers, but the overall global economic uncertainty and fierce competition continue to make the longer-term visibility challenging. It remains to be seen how the current economic climate impacts the end consumer demand and consumer preferences regarding wipes. Historically, the wipes market has been rather steady despite the general economic situation.

Geopolitical tensions, instabilities in the Middle East and the war in Ukraine continue to generate uncertainty globally. Possible impacts to Suominen as a company are expected to be mainly indirect. However, possible effects on supply chain, especially on raw material and logistic costs, would impact Suominen directly. We continue to monitor the situation.

OUTLOOK FOR 2025

Suominen expects that its comparable EBITDA (earnings before interest, taxes, depreciation and amortization) in 2025 will increase from 2024. In 2024, Suominen’s comparable EBITDA was EUR 17.0 million.

EVENTS AFTER THE REPORTING PERIOD

Annual General Meeting (April 25, 2025)

The AGM adopted the Financial Statements for 2024 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2024.

The AGM resolved to adopt the Remuneration Report for the Company’s governing bodies for 2024. The resolution made by the AGM is advisory.

The AGM decided, in accordance with the proposal by the Board of Directors, that no dividend be paid based on the adopted balance sheet regarding the financial year 2024 and that the distributable funds be left in the company’s unrestricted equity.

The AGM decided, in accordance with the proposal of the Shareholders’ Nomination Board, that the remuneration of the Board of Directors remains unchanged and is as follows: the Chair is 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 Chair of the Audit Committee is paid an additional fee of EUR 10,000. Further, the members of the Board will receive a fee for each Board and Committee meeting 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.

75% of the annual fee is paid in cash and 25% in Suominen Corporation’s shares.

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

The AGM decided that the number of Board members will be seven (7). Andreas Ahlström, Björn Borgman, Charles Héaulmé, Nina Linander and Laura Remes were re-elected as members of the Board by the AGM. Gail Ciccione and Maija Joutsenkoski were elected as new members of the Board.

Charles Héaulmé was re-elected as the Chair of the Board of Directors.

Authorised Public Accountants KPMG Oy Ab was elected as the auditor of the company for the next term of office in accordance with the Articles of Association. KPMG Oy Ab has informed that Anders Lundin, APA, ASA, will act as the principally responsible auditor of the company. The auditor’s fee was resolved to be paid according to the invoice approved by the company.

Sustainability audit firm KPMG Oy Ab was 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 informed that Anders Lundin, APA, ASA, will act as the responsible authorised sustainability auditor of the company. The authorised sustainability auditor’s fee was resolved to be paid according to the invoice approved by the company.

Suominen published a stock exchange release on April 25, 2025 concerning the resolutions of the Annual General Meeting and the organizing meeting of the Board of Directors. The stock exchange release and introductions of the new Board members can be viewed on Suominen’s website at www.suominen.fi.

Organizing meeting and permanent committees of the Board of Directors

In its organizing meeting held after the AGM, the Board of Directors elected Andreas Ahlström as the Deputy Chair of the Board.

The Board elected from among its members the members for the Audit Committee, Personnel and Remuneration Committee, and Strategy Committee. Nina Linander was re-elected as the Chair of the Audit Committee, and Andreas Ahlström and Laura Remes were re-elected as members. Maija Joutsenkoski was elected as a new member. Charles Héaulmé was re-elected as the Chair of the Personnel and Remuneration Committee, and Björn Borgman was re-elected as a member. Gail Ciccione was elected as a new member. Laura Remes was re-elected as the Chair of the Strategy Committee, and Andreas Ahlström was re-elected as a member. Maija Joutsenkoski was elected as a new member.

Authorizations of the Board of Directors

The Board of Directors was authorized to decide on the repurchase of a maximum of 1,000,000 of the company’s own shares. The company’s own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders through trading on the regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition using the company’s unrestricted equity. 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, to be used 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 is valid until June 30, 2026, and it revokes all earlier authorizations to repurchase company’s own shares.

The Board of Directors was 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 entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act. By virtue of the authorization, the Board of Directors may, by one or several resolutions, issue a maximum of 5,000,000 shares. 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 also decide that shares are issued 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 revokes all earlier authorizations regarding the issuance of shares and issuance of option rights and other special rights entitling to shares. The Board of Directors will decide on all other terms and conditions related to the authorization. The authorization is valid until June 30, 2026.

CORPORATE GOVERNANCE STATEMENT AND REMUNERATION REPORT

Suominen has prepared a separate Corporate Governance Statement and a Remuneration Report for 2024, which comply with the recommendations of the Finnish Corporate Governance Code for listed companies. The statements have been published on Suominen's website at www.suominen.fi

AUDIOCAST AND CONFERENCE CALL

Tommi Björnman, President & CEO, and Janne Silonsaari, CFO, will present the result in English in an audiocast and a conference call for analyst, investors, and media on the same day at 11:00 a.m. (EEST). The audiocast can be followed at https://suominen.events.inderes.com/q1-2025. The recording of the audiocast and the presentation material will be available after the event at www.suominen.fi.

Conference call participants can access the teleconference by registering at https://palvelu.flik.fi/teleconference/?id=5004238. The phone numbers and a conference ID to access the conference will be provided after the registration.

NEXT FINANCIAL REPORT

Suominen Corporation will publish its Half Year Report 2025 on August 7, 2025, approximately at 9:30 a.m. (EEST).

SUOMINEN GROUP 1.1–31.3.2025

The figures in these interim financial statements are mainly presented in EUR thousands. As a result of rounding differences, the figures presented in the tables do not necessarily add up to total.

This interim report has not been audited.

This interim report has been prepared in accordance with IAS 34 Interim Financial Reporting. The principles for preparing the interim report are the same as those used for preparing the consolidated financial statements for 2024, with the exception of the effect of the new accounting standards and interpretations which have been applied from January 1, 2025.

The new or amended standards or interpretations applicable from January 1, 2025, are not material for Suominen Group.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

CONSOLIDATED STATEMENT OF PROFIT OR LOSS

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED STATEMENT OF CASH FLOWS

KEY RATIOS

* Compared with the corresponding period in the previous year.

CALCULATION OF KEY RATIOS AND ALTERNATIVE PERFORMANCE MEASURES

Key ratios per share are either IFRS key ratios (earnings per share) or required by Ordinance of the Ministry of Finance in Finland or alternative performance measures (cash flow from operations per share).

Some of the other key ratios Suominen publishes are alternative performance measures. An alternative performance measure is a key ratio which has not been defined in IFRS Accounting Standards. Suominen believes that the use of alternative performance measures provides useful information for example to investors regarding the Group's financial and operating performance and makes it easier to make comparisons between the reporting periods.

The link between the components of the key ratios per share and the consolidated financial statements is presented in the consolidated financial statements of 2024. The link between the components of the alternative performance measures and the consolidated financial statements is presented in Suominen’s Annual Report for 2024.

Calculation of key ratios per share

Earnings per share                                

Cash flow from operations per share

Equity per share

Market capitalization

Share turnover

Calculation of key ratios and alternative performance measures

Operating profit and comparable operating profit

In order to improve the comparability of result between reporting periods. Suominen presents comparable operating profit as an alternative performance measure. Operating profit is adjusted with material items that are considered to affect comparability between reporting periods. These items include, among others, impairment losses or reversals of impairment losses, gains or losses from the sales of property, plant and equipment or intangible assets or other assets and restructuring costs.

Comparable EBIT

EBITDA and comparable EBITDA

EBITDA is an important measure that focuses on the operating performance excluding the effect of depreciation and amortization, financial items and income taxes, in other words what is the margin on net sales after deducting operating expenses.

EBITDA = EBIT + depreciation, amortization and impairment losses

Comparable EBITDA = EBIT + depreciation, amortization and impairment losses, adjusted with items affecting comparability

Gross capital expenditure

Interest-bearing net debt

It is the opinion of Suominen that presenting interest-bearing liabilities not only at amortized cost but also at nominal value gives relevant additional information to the investors.

Return on equity (ROE), %

Invested capital

Return on invested capital (ROI), %

Equity ratio, %

Gearing, %

NET SALES BY GEOGRAPHICAL MARKET AREA

QUARTERLY SALES BY BUSINESS AREA

QUARTERLY DEVELOPMENT

RELATED PARTY INFORMATION

Suominen Group's related parties include the parent of the Group (Suominen Corporation) and subsidiaries. In addition, the related parties of Suominen include the members of the Board of Directors, President & CEO and the members of the Executive Team as well as their family members and their controlled companies. In addition, shareholders who have a significant influence in Suominen through share ownership are included in related parties. Suominen has no associated companies or joint ventures.

In its transactions with related parties Suominen follows the same commercial terms as in transactions with third parties.

CHANGES IN PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND RIGHT-OF-USE ASSETS

Goodwill is not included in intangible assets.

CHANGES IN INTEREST-BEARING LIABILITIES

FINANCIAL ASSETS BY CATEGORY

a. Financial assets at amortized cost
b. Financial assets at fair value through other comprehensive income
c. Carrying amount
d. Fair value

Principles in estimating fair value of financial assets for 2025 are the same as those used for preparing the consolidated financial statements for 2024.

FINANCIAL LIABILITIES

Principles in estimating fair value for financial liabilities for 2025 are the same as those used for preparing the consolidated financial statements for 2024.

FAIR VALUE MEASUREMENT HIERARCHY

Principles in estimating fair value of financial assets and their hierarchies for 2025 are the same as those used for preparing the consolidated financial statements for 2024. There were no transfers in the fair value measurement hierarchy levels during the reporting period.   

SUOMINEN CORPORATION
Board of Directors

For additional information, please contact:
Tommi Björnman, President & CEO, tel. +358 10 214 3018
Janne Silonsaari, CFO, tel. +358 50 409 9264

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

Attachment

• Suominen Corporation Interim report Q1 2025

Suominen Corporation's Stock Exchange Release on April 25, 2025 at 3:45 p.m. (EEST)

The Annual General Meeting (AGM) of Suominen Corporation was held today on April 25, 2025 in Helsinki, Finland. The AGM adopted the Financial Statements for 2024 and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2024.

The AGM resolved to adopt the Remuneration Report for the Company’s governing bodies for 2024. The resolution made by the AGM is advisory.

Use of the profit shown on the balance sheet

The AGM decided, in accordance with the proposal by the Board of Directors, that no dividend be paid based on the adopted balance sheet regarding the financial year 2024 and that the distributable funds be left in the company’s unrestricted equity.

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

The AGM decided, in accordance with the proposal of the Shareholders’ Nomination Board, that the remuneration of the Board of Directors remains unchanged and is as follows: the Chair is 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 Chair of the Audit Committee is paid an additional fee of EUR 10,000. Further, the members of the Board will receive a fee for each Board and Committee meeting 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.

75% of the annual fee 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 is paid in accordance with the company's valid travel policy.

Composition of the Board of Directors

The AGM decided that the number of Board members will be seven (7).

Andreas Ahlström, Björn Borgman, Charles Héaulmé, Nina Linander and Laura Remes were re-elected as members of the Board by the AGM. Gail Ciccione and Maija Joutsenkoski were elected as new members of the Board.

Charles Héaulmé was re-elected as the Chair of the Board of Directors.

All elected members are independent of the company. They are also 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 currently acts 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.

Election of auditor and the authorised sustainability auditor and their fees

Authorised Public Accountants KPMG Oy Ab was elected as the auditor of the company for the next term of office in accordance with the Articles of Association. KPMG Oy Ab has informed that Anders Lundin, APA, ASA, will act as the principally responsible auditor of the company. The auditor’s fee was resolved to be paid according to the invoice approved by the company.

Sustainability audit firm KPMG Oy Ab was 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 informed that Anders Lundin, APA, ASA, will act as the responsible authorised sustainability auditor of the company. The authorised sustainability auditor’s fee was resolved to be paid according to the invoice approved by the company.

Authorization to resolve on the repurchase of the company’s own shares

The Board of Directors was authorized to decide on the repurchase of a maximum of 1,000,000 of the company’s own shares. The company’s own shares shall be repurchased otherwise than in proportion to the holdings of the shareholders through trading on the regulated market organized by Nasdaq Helsinki Ltd at the market price prevailing at the time of acquisition using the company’s unrestricted equity. 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, to be used 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 is valid until June 30, 2026, and it revokes all earlier authorizations to repurchase company’s own shares.

Authorization to resolve on the issuance of shares and granting of option rights and other special rights entitling to shares

The Board of Directors was 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 entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act. By virtue of the authorization, the Board of Directors may, by one or several resolutions, issue a maximum of 5,000,000 shares. 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 also decide that shares are issued 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 revokes all earlier authorizations regarding the issuance of shares and issuance of option rights and other special rights entitling to shares. The Board of Directors will decide on all other terms and conditions related to the authorization. The authorization is valid until June 30, 2026.

The minutes of the Annual General Meeting

The minutes of the Meeting will be available on the company’s website on May 9, 2025, at the latest.

The organizing meeting of the Board of Directors

In its organizing meeting held after the AGM, the Board of Directors elected Andreas Ahlström as the Deputy Chair of the Board.

The Board elected from among its members the members for the Audit Committee, Personnel and Remuneration Committee, and Strategy Committee. Nina Linander was re-elected as the Chair of the Audit Committee, and Andreas Ahlström and Laura Remes were re-elected as members. Maija Joutsenkoski was elected as a new member. Charles Héaulmé was re-elected as the Chair of the Personnel and Remuneration Committee, and Björn Borgman and was re-elected as a member. Gail Ciccione was elected as a new member. Laura Remes was re-elected as the Chair of the Strategy Committee, and Andreas Ahlström was re-elected as a member. Maija Joutsenkoski was elected as a new member.

SUOMINEN CORPORATION

For further information:
Anni Luoma, General Counsel, tel. +358 10 214 3397

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

Suominen Corporation’s stock exchange release on April 1, 2025 at 11:00 a.m. (EEST)

Suominen’s Annual Report 2024 has been published today. The Annual Report includes the Report by the Board of Directors including the Sustainability Statement, Financial Statements for 2024, the Auditor’s report, Assurance report on the Sustainability Statement, Corporate Governance Statement, Remuneration Report and Annual review.

Suominen’s sustainability statement is prepared in accordance with the Finnish Accounting Act, European Sustainability Reporting Standards (ESRS) and EU Taxonomy regulation.

Together with the Annual Report, Suominen publishes the Report by the Board of Directors and the Financial Statements as an xHTML file in accordance with European Single Electronic Format (ESEF) reporting requirements. In line with the ESEF requirements, the primary statements have been labeled with iXBRL tags and notes have been labeled with iXBRL block tags. The audit firm Ernst & Young Oy has provided an independent auditor's reasonable assurance report on Suominen’s ESEF Financial Statements. The assurance has been conducted in accordance with International Standard on Assurance Engagements ISAE 3000.

The Annual Report is published on Suominen’s website www.suominen.fi and is attached to this stock exchange release as a PDF-format and as an xHTML file.

The Annual Report is available in Finnish and in English.

SUOMINEN CORPORATION
Corporate Communications

For additional information:
Minna Rouru, Chief People & Communications Officer, tel. +358 40 526 1975

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

Attachments

• Suominen - Annual Report 2024
• 743700Z1BNFYR9PRDF52-2024-12-31-en

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 Directors (including the sustainability statement), the auditor’s report and the sustainability assurance report are available on the company’s website at www.suominen.fi/agm on 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 sheet and 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/agm on 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/agm or 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/agm 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, 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.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. 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

Suominen Corporation Financial Statements Release on March 5, 2025, at 9:30 a.m. (EET)

Suominen Corporation’s Financial Statements Release for January 1 – December 31, 2024:

Moderate improvement in full year comparable EBITDA

Key figures

* Proposal by the Board of Directors

In this Financial Statements Release, the figures shown in brackets refer to the comparison period last year if not otherwise stated.

October–December 2024 in brief:

- Net sales increased by 3% and were EUR 118.5 million (114.9)
- Comparable EBITDA was EUR 4.2 million (5.3)
- Cash flow from operations was EUR 6.5 million (13.1)

Financial year 2024 in brief:

- Net sales increased by 2.5% and were EUR 462.3 million (450.9)
- Comparable EBITDA improved to EUR 17.0 million (15.8)
- Cash flow from operations totaled to EUR 3.9 million (30.7)
- Board of Directors proposes to the Annual General meeting that no dividend shall be distributed for the financial year 2024

Outlook for 2025:

Suominen expects that its comparable EBITDA (earnings before interest, taxes, depreciation and amortization) in 2025 will improve from 2024. In 2024, Suominen’s comparable EBITDA was EUR 17.0 million.

Board proposal on distribution of dividend:

The Board of Directors proposes to the Annual General meeting, that no dividend shall be distributed for the financial year 2024.

Tommi Björnman, President and CEO:

”The nonwovens market continues to have a healthy growth above the GDP, but our target markets are facing uncertainty due to the global geopolitical situation and shifting export balance.

Our net sales in the financial year 2024 were EUR 462.3 million (450.9). The increase in sales was driven by higher sales volumes offset by lower sales prices resulting from lower raw material prices compared to full year 2023.

The wipes nonwovens market is rapidly transitioning towards more sustainable solutions. In line with our strategy, we have set targets to increase the sales of sustainable products and to continuously innovate new environmentally friendly nonwovens. In 2024 we increased the sales of sustainable products by 87% exceeding our target of 50% increase compared to our base year 2019. Our strong ability to innovate and to meet market needs is also reflected in the share of net sales from new products launched in the last three years, which was 34%.

In the first half of 2024 we saw gradual improvements driven by commercial excellence and stable operational performance. However, the second half of the year was challenging for us. In Q3, we had operational issues, which led into unplanned production downtime and additional expenses. These issues impacted EBITDA negatively by approximately EUR 3.0 million.

In the fourth quarter of 2024, we were able to fix the operational issues experienced in the third quarter, but we experienced increased competition from low-cost countries, mainly in Europe, which affected our sales volumes negatively. However, we were able to improve our sales prices and mix.

Our full year comparable EBITDA increased from the previous year and was EUR 17.0 million (15.8). The main contributor to the improvement was higher sales margins driven by the actions we took in commercial excellence.

As sustainability is in the core of our operations, in 2024 we took part in the EcoVadis assessment for the third time and improved our score from a silver to a gold level driven by our continuous improvement in sustainability work. This result places us in the top 1% of companies in the industry of manufacturing other textiles and in the top 5% of all companies in all industries rated by EcoVadis.

In 2024 we announced two large investments which will strengthen our capabilities in sustainable products. In May, we announced an approximately EUR 10 million investment in enhancing and upgrading one of our production lines in Bethune, South Carolina, USA. The investment project will be completed in the first half of 2025. In August, we announced an investment in a new production line at our site in Alicante, Spain. The total value of the investment is approximately EUR 20 million and the investment project will be completed in the second half of 2025. Both investments are proceeding according to plan.

Looking at the year ahead we see that the market demand continues to be solid. Even though the current geopolitical environment can cause temporary uncertainty, our global production platform positions us well in our target markets. We have a comprehensive portfolio of new products which differentiates us from the competition, and we are currently investing in our production lines to be able to further increase the share of new products. I am confident that the ongoing improvement actions and projects will help us in our journey towards profitable growth.

Finally, I want to thank all our employees for their commitment and contribution and our business partners for productive cooperation in 2024.”

NET SALES

October–December 2024

In the fourth quarter, Suominen’s net sales increased by 3% from the comparison period to EUR 118.5 million (114.9). Sales volumes decreased slightly from the comparison period, but we were able to improve the sales prices and the product mix. Currencies impacted net sales negatively by EUR 0.3 million.

Net sales of the Americas business area amounted to EUR 72.7 million (72.3) and net sales of the EMEA business area to EUR 45.8 million (42.6).
  
Financial year 2024

In 2024, Suominen’s net sales increased by 2.5% from the comparison period to EUR 462.3 million (450.9). The increase in sales was driven by higher sales volumes offset by lower sales prices resulting from lower raw material prices. Currencies impacted net sales negatively by EUR 1.8 million.

Net sales of Americas business area were EUR 287.9 million (288.0) and net sales of EMEA business area were EUR 174.4 million (162.8).

EBITDA, OPERATING PROFIT AND RESULT

October–December 2024

Comparable EBITDA (earnings before interest, taxes, depreciation and amortization) was EUR 4.2 million (5.3). EBITDA was EUR 5.4 million (5.3). The main reasons for the decrease in comparable EBITDA were higher raw material prices which were not fully offset by higher sales prices. Currencies impacted EBITDA positively by EUR 0.1 million.

Comparable operating profit decreased from the corresponding period of the previous year and was EUR -0.3 million (0.7). Operating profit was EUR 0.9 million (0.7).

Items affecting comparability of EBITDA as well as operating profit in 2024 were EUR +1.1 million and they were related to the closure of Mozzate plant in Italy. In the fourth quarter of 2023, items affecting comparability of EBITDA and operating profit were EUR +0.01 million.

Result before income taxes in the fourth quarter was EUR 0.6 million (-1.3) and profit for the period EUR 0.8 million (-1.4). The income taxes for the period were EUR +0.3 million (-0.1).

Financial year 2024

Comparable EBITDA (earnings before interest, taxes, depreciation and amortization) was EUR 17.0 million (15.8). EBITDA was EUR 17.2 million (11.2). The main contributor to the improvement was higher sales margins driven by the actions we took in commercial excellence. Currencies impacted EBITDA negatively by EUR 0.8 million.

Comparable operating profit amounted to EUR -1.4 million (-2.8). Operating profit amounted to EUR -1.3 million (-7.5).

Items affecting comparability of EBITDA and operating profit were EUR +0.2 million (-4.8), related to the closure of Mozzate plant as well as to the restructuring program initiated in May.

In 2024, profit before income taxes was EUR -5.3 million (-13.5). Income taxes for the financial year were EUR +0.1 million (+0.7).

The profit for the period was EUR -5.3 million (-12.8).

FINANCING

The Group’s net interest-bearing liabilities, calculated with the nominal value of the interest-bearing liabilities at the end of the review period, December 31, 2024, amounted to EUR 60.8 million (44.1). Gearing was 51.7% (35.3%) and equity ratio 37.9% (39.5%).

In 2024, net financial expenses were EUR -4.1 million (-6.0), or 0.9% (1.3%) of net sales. Net effect of changes in foreign exchange rates in financial items was EUR 1.0 million (-0.6).

Cash flow from operations in the fourth quarter was EUR 6.5 million (13.1). Cash flow from operations in 2024 was EUR 3.9 million (30.7). Cash flow from operations per share in 2024 was EUR 0.07 (0.53). The financial items in the cash flow from operations, in total EUR -5.0 million (-5.0), were principally impacted by the interests paid during the reporting period. The change in the net working capital in 2024 was EUR 5.9 million negative (EUR 25.7 million positive) mainly due to more cash being tied up to inventory.

CAPITAL EXPENDITURE

In 2024, the gross capital expenditure totaled EUR 16.0 million (11.2) and the largest items were related to the growth investment initiatives in Bethune, USA and Alicante, Spain. Other investments were mainly for maintenance.

In 2024 Suominen announced two large investments which strengthen its capabilities in sustainable products. In May, Suominen announced an approximately EUR 10 million investment in enhancing and upgrading one of the production lines in Bethune, South Carolina, USA. The investment project will be completed in the first half of 2025. In August, Suominen announced an investment in a new production line to its site in Alicante, Spain. The total value of the investment is approximately EUR 20 million and the investment project will be completed in the second half of 2025.

Depreciations and amortizations were EUR -18.4 million (-18.6) and impairment losses were EUR -0.0 million (-0.1).

PERSONNEL

During 2024, Suominen employed 689 FTEs (682) on average, and 722 (659) FTEs at the end of 2024. The increase is mainly in the operations function.

PROGRESS IN SUSTAINABILITY

We have a comprehensive approach to sustainability and our Sustainability Agenda 2020‒2025 defines our focus areas and their KPIs. In 2024, Suominen worked to renew the Sustainability Agenda and define new KPIs for the period 2025–2030.

KPI results for Sustainability Agenda 2020‒2025

We have strong focus on safety and accident prevention. Our target is to have zero lost-time accidents and in 2024, Suominen had 4 (6) lost time accidents.

Increasing employee engagement is another of our key people-related targets. We conducted a fifth consecutive global employee engagement survey in 2024 and based on the results, our employee engagement index is 67% (66%). The index is a combination of questions concerning our people's retention, likelihood to recommend the company, organizational pride and commitment. Our target is to reach 73% result by 2025.

We are committed to continuously improving our production efficiency and the efficient utilization of natural resources. Our target is to reduce our energy consumption, greenhouse gas emissions, water consumption and waste to landfill by 20% per ton of product by 2025 compared to the base year of 2019. By the end of 2024, our greenhouse gas emissions have decreased by 24% per ton of product compared to 2019. However, we did not succeed in our targets to reduce our water consumption, energy consumption or waste to landfill in 2024.

Regarding sustainable products, our target is to increase their sales by 50% by 2025 and to have over 10 sustainable product launches per year. In 2024, we launched 11 sustainable products, and the sales of sustainable product sales has increased by 87% compared to the base year of 2019.

Suominen provides a detailed overview of its sustainability performance in the Sustainability Statement in the Report by the Board of Directors included in the Annual Report 2024, which will be published in the week starting on March 31, 2025. Suominen’s sustainability statement is prepared in accordance with the Finnish Accounting Act, European Sustainability Reporting Standards (ESRS) and EU Taxonomy regulation.

SHARE INFORMATION

Share capital

The number of Suominen’s registered shares was 58,259,219 on December 31, 2024, equaling to a share capital of EUR 11,860,056.00. Suominen has one series of shares. Each share carries one vote in the Shareholders’ Meeting and right to an equally-sized dividend. Suominen’s shares are affiliated in a book-entry system.

Share trading and price

The number of Suominen Corporation shares (SUY1V) traded on Nasdaq Helsinki from January 1 to December 31, 2024, was 951,426 shares, accounting for 1.7% of the average number of shares (excluding treasury shares). The highest price was EUR 2.93, the lowest EUR 1.96, and the volume-weighted average price EUR 2.53. The closing price at the beginning of the review period, on January 2, 2024, was EUR 2.78 and the closing price on the last trading date of the review period, on December 30, 2024, was EUR 2.28.

The market capitalization (excluding treasury shares) was EUR 131.6 million on December 31, 2024.

Treasury shares

On December 31, 2024, Suominen Corporation held 532,116 treasury shares.

In accordance with the resolution by the Annual General Meeting, in total 25,088 shares were transferred in May to the members of the Board of Directors as their remuneration payable in shares.

As a part of the CEO’s share-based payment plan vested, in total 9,556 shares were transferred to the CEO in June.

The portion of the remuneration of the members of the Board of Directors paid in shares

The Annual General Meeting held on April 4, 2024, decided that 75% of the annual remuneration of the members of the Board of Directors is paid in cash and 25% in Suominen Corporation’s shares.

The number of shares forming the remuneration portion payable in shares was determined based on the share value in the stock exchange trading maintained by Nasdaq Helsinki Ltd, calculated as the trade volume-weighted average quotation of the share during the two-week period immediately following the date on which the Interim Report of January‒March 2024 of the company was published. The shares were given out of the treasury shares held by the company by the decision of the Board of Directors on May 16, 2024.

Authorizations of the Board of Directors

The AGM held on April 4, 2024, authorized the Board of Directors to decide on repurchasing a maximum of 1,000,000 company’s own 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.

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 is valid until June 30, 2025, and it revokes all earlier authorizations to repurchase company’s own shares.

The AGM authorized the Board of Directors to decide on the share issue, conveying the company’s own shares held by the company and/or granting of options 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. The share issue and shares granted by virtue of options and other special rights are included in the aforementioned maximum number. Option 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 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 are valid until June 30, 2025.

In accordance with the resolution by the Annual General Meeting, in total 25,088 shares were transferred in May to the members of the Board of Directors as their remuneration payable in shares.

As a part of the CEO’s share-based payment plan vested, in total 9,556 shares were transferred to the CEO in June.

After these transactions, the maximum amount of the authorization is 4,965,356 shares in aggregate.

Share-based incentive plans for the management and key employees valid in 2024

The Group management and key employees participate in the company’s share-based long-term incentive plans. The plans are described in more detail in the Financial Statements and in the Remuneration Report, available on the company’s website www.suominen.fi.

Company's Performance Share Plan currently includes three 3-year performance periods, calendar years 2022–2024, 2023–2025 and 2024–2026. The aim of the Performance Share Plan is to combine the objectives of the shareholders and the persons participating in the plan in order to increase the value of the company in long-term, to build loyalty to the company and to offer them competitive reward plans based on earning and accumulating the company’s shares.

Performance Share Plan: Ongoing performance periods

The President & CEO of the company must hold 50% of the net number of shares given on the basis of the plan, as long as his or her shareholding in total corresponds to the value of his or her annual gross salary. A member of the Executive Team must hold 50% of the net number of shares given on the basis of the plan, as long as his or her shareholding in total corresponds to the value of half of his or her annual gross salary. Such a number of shares must be held as long as the participant’s employment or service in a group company continues.

The President & CEO’s share-based incentive plan

The Board of Directors of Suominen Corporation resolved on May 19, 2023, to establish a new share-based incentive plan for the company’s President & CEO. The aim of the plan is to align the objectives of the shareholders and the President & CEO in order to increase the value of Suominen in the long-term, to retain the President & CEO at the company, and to offer him a competitive reward plan that is based on acquiring, receiving and accumulating the company's shares.

Under the plan the President & CEO is expected to own or acquire up to 30,000 shares of Suominen Corporation at a price formed in public trading on Nasdaq Helsinki. Suominen will match the share investment by way of the President & CEO receiving, without consideration, up to 60,000 matching shares (gross, including also the proportion to be paid in cash).

The plan includes three vesting periods, June 1, 2023–June 1, 2024, June 1, 2023–June 1, 2025, and June 1, 2023–June 1, 2026. The potential reward will be paid partly in shares and partly in cash in three equal installments after each vesting period, provided that the President & CEO’s service in the company is in force at the time of the reward payment. The cash proportion is intended to cover taxes and tax-related costs arising from the rewards to the President & CEO.

The first vesting period ended in June 2024, and in total 9,556 shares were transferred to the CEO.

SHAREHOLDERS

At the end of the review period, on December 31, 2024, Suominen Corporation had in total 4,813 shareholders. Suominen is not aware of any shareholder agreements related with the shareholding or use of voting rights. Detailed information on the management shareholding and a table presenting the largest shareholders is available in the notes of this Financial Statements Release.

Notifications under Chapter 9, Section 5 of the Securities Market Act

During the review period Suominen received no notifications under Chapter 9, Section 5 of the Securities Market Act.

CHANGES IN THE EXECUTIVE TEAM

On May 31, 2024, Suominen announced that Klaus Korhonen, EVP, HR & Legal will leave the company.

On August 26, 2024, Suominen announced that Thomas Olsen, EVP, Americas will leave the company. Markku Koivisto was appointed as interim EVP, Americas in addition to his current role as EVP, EMEA and CTO. 

On October 21, 2024, Suominen announced that Minna Rouru, M.Sc. Social Sciences, was appointed Chief People & Communications Officer at Suominen. She became a member of Suominen's Executive Management Team and reports to President and CEO Tommi Björnman. Mrs. Rouru started in her new position in January 2025.

On December 5, 2024, Suominen announced that Mark Ushpol was appointed EVP, Americas business area. He is a member of Suominen's Executive Management Team and reports to President and CEO Tommi Björnman. He started in his new position on January 6, 2025.

COMPOSITION OF THE NOMINATION BOARD

Suominen’s three largest registered shareholders Ahlstrom Capital B.V., Etola Group Oy and Oy Etra Invest Ab have nominated the following members to the Shareholders’ Nomination Board:

• Jyrki Vainionpää, President & CEO of A. Ahlström Oy, as a member appointed by Ahlstrom Capital B.V.
• Mikael Etola, CEO of Etola Group Oy, as a member appointed by Etola Group Oy
• Peter Seligson, Chair of the Board of Directors of A. Ahlström Oy, 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. The shareholders entitled to appoint members to the Nomination Board were determined on the basis of the registered holdings in the company’s shareholders' register on September 2, 2024.

In its organizing meeting on September 19, 2024, the Nomination Board elected Jyrki Vainionpää as the Chair of the Nomination Board.

ANNUAL GENERAL MEETING

The Annual General Meeting (AGM) of Suominen Corporation was held on April 4, 2024.

The AGM adopted the Financial Statements for 2023 and discharged the members of the Board of Directors and the President and CEO from liability for the 2023 financial year.

The AGM resolved to approve the Remuneration Report for the Company’s governing bodies for 2023. The resolution made is advisory. The AGM resolved to support the Remuneration Policy for the Company’s governing bodies. The resolution made is advisory. The AGM approved the Board of Directors' proposals concerning the authorization for the Board to decide on repurchasing of the company's shares as well as issuance of shares and granting of options and other special rights entitling to shares.

The AGM confirmed the remuneration of the Board of Directors. The Chair will 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. Chair of the Audit Committee will be paid an additional fee of EUR 10,000. Further, the members of the Board will receive a fee for each Board and Committee meeting 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.

75% of the annual fee is paid in cash and 25% in Suominen Corporation’s shares. Compensation for expenses is paid in accordance with the company's valid travel policy.

The AGM decided that the number of Board members remains unchanged at six (6). Mr. Andreas Ahlström, Mr. Aaron Barsness, Mr. Björn Borgman, Ms. Nina Linander and Ms. Laura Remes were re-elected as members of the Board. Mr. Charles Héaulmé was elected as a new member of the Board. Mr. Charles Héaulmé was elected as the Chair of the Board of Directors.

Ernst & Young Oy, Authorised Public Accountant firm, was re-elected as the auditor of the company for the next term of office in accordance with the Articles of Association. Ernst & Young Oy appointed Mr. Toni Halonen, Authorised Public Accountant, as the principally responsible auditor of the company.

Suominen published a stock exchange release on April 4, 2024, concerning the resolutions of the Annual General Meeting and the organizing meeting of the Board of Directors.

In compliance with the resolution of the Annual General Meeting, on April 15, 2024, Suominen paid out dividends in total of EUR 5.8 million for 2023, corresponding to EUR 0.10 per share.

Organizing meeting and permanent committees of the Board of Directors

In its organizing meeting held after the AGM, the Board of Directors elected Andreas Ahlström as Deputy Chair of the Board.

The Board of Directors elected from among its members the members for the Audit Committee, Personnel and Remuneration Committee and Strategy Committee. Nina Linander was re-elected as the Chair of the Audit Committee and Andreas Ahlström and Laura Remes were re-elected as members. Charles Héaulmé was elected as the Chair of the Personnel and Remuneration Committee and Björn Borgman and Aaron Barsness were re-elected as members. Laura Remes was re-elected as the Chair of the Strategy Committee and Andreas Ahlström and Aaron Barsness were re-elected as members.

BUSINESS RISKS AND UNCERTAINTIES

Manufacturing risks

Suominen has production plants in several European countries, United States and Brazil. Interruptions at the plants caused for example by machinery breakdown can cause production losses and delivery problems. Ongoing maintenance and investments aiming to extend the lifetime of the assets are an essential part of ensuring the operational efficiency of the existing production lines.

Suominen’s operations could be disrupted due to abrupt and unforeseen events beyond the company's control, such as power outages or fire and water damage. Suominen may not be able to control such events through predictive actions, which could lead to interruptions in business. Risks of this type are insured in order to guarantee the continuity of operations. As Suominen has valid property damage and business interruption insurances, it is expected that the damage would be compensated, and the financial losses caused by the interruption of business would be covered.

Suominen uses certain technologies in its production. In the management’s view, the chosen technologies are competitive and there is no need to make major investments in new technologies. However, it cannot be excluded that the company’s technology choices could prove wrong, and the development of new or substitute technologies would then require investments.

Competition
Suominen has numerous regional, national and global competitors in its different product groups. Products based on new technologies and imports from countries of lower production costs may reduce Suominen’s competitive edge. If Suominen is not able to compete with an attractive product offering, it may lose some of its market share. Competition may lead to increased pricing pressure on the company’s products.


Price and availability of raw materials
Suominen purchases significant amounts of pulp- and oil-based raw materials. Raw materials are the largest cost item for operations. Changes in the global market prices of raw materials can have an impact on the company’s profitability. Suominen’s stocks equal two to four weeks’ consumption and it generally takes two to five months for raw material price changes to be reflected in Suominen’s customer pricing either through automatic pricing mechanisms or negotiated price changes.

Extended interruptions in the supply of Suominen’s main raw materials could disrupt production and have a negative impact on the Group’s overall business operations. As Suominen sources most of its raw materials from a number of major international suppliers, significant interruptions in the production of the majority of Suominen’s products are unlikely.

Price and availability of energy
Energy costs represent a significant portion of Suominen's production costs. Suominen consumes mainly electricity and gas. Higher prices as well as reduced availability of energy could have an impact on Suominen's profitability through increased production costs.

Market and customer risks
Suominen’s customer base is fairly concentrated, which increases the potential impact of changes in customer specific sales volumes. In 2024, the Group’s ten largest customers accounted for 69.4% (69.9%) of the Group’s net sales. Long-term contracts are preferred with the largest customers. In practice, the customer relationships are long-term and last for several years. Customer-related credit risks are managed in accordance with a credit policy approved by the Board of Directors. Credit limits are confirmed for customers on the basis of credit ratings and customer history.

The demand for Suominen’s products depends on possible changes in consumer preferences. Historically, such changes have had mainly a positive impact on Suominen, as they have resulted in the growing demand for products made of nonwovens. However, certain factors, including consumers’ attitude towards the use of products made even partially of oil-based raw materials, or their perception on the sustainability of disposable products in general, might change the consumers’ buying habits. Suominen monitors the consumer trends proactively and develops its product offering accordingly. The company has had biodegradable, 100% plant-based nonwovens in its portfolio for over 15 years and hence is well positioned to respond to changes in customer preferences related to sustainability and climate change.

Generally, the demand for nonwovens for wipes has been resilient to changing economic conditions. However, it is conceivable that high consumer price inflation could lead to decline in end consumer demand for wiping products as the consumers’ available income effectively decreases.

Regarding the war in Ukraine, the direct impact to Suominen’s business is minor as we have no customers nor suppliers in Russia, Belarus or Ukraine. Suominen is mostly affected by the indirect economic impacts of the war.

The instabilities different parts of the world continue to cause general uncertainty.

Changes in legislation, political environment, or economic conditions

Suominen’s business and products can be affected directly or indirectly by political decisions and changes in government regulations for example in areas such as environmental policy or waste legislation. An example of such legislation is the EU's Single-Use Plastics Directive that focuses on reducing marine litter. The potential exists for similar regulations to expand worldwide. This creates demand for more sustainable products, and Suominen is well placed to respond to this increasing demand.

Global political developments could have an adverse effect on Suominen. For instance, a political decision that constrains the global free trade may significantly impact the availability and price of certain raw materials, which would in turn affect Suominen’s business and profitability. Suominen’s geographical and customer-industry diversity provide partial protection against this risk.

The relevance of the United States in Suominen’s business operations increases the significance of the exchange rate risk related to USD in the Group’s total foreign exchange position. Suominen manages its foreign exchange position in accordance with its hedging policy.

The risks that are characteristic to South American region, including significant changes in political environment or exchange rates, could have an impact on Suominen’s operations in Brazil.


Investments

Suominen continuously invests in its manufacturing facilities. The deployment of the investments may delay from what was planned, the costs of the investments may increase from what has been expected or the investments may create less business benefits than anticipated. The deployment phase of investments may cause temporary interruptions in operations.

Cyber and information security

Suominen’s operations are dependent on the integrity, security and stable operation of its information and communication systems and software as well as on the successful management of cyber-attack risks. If Suominen’s information and communication systems and software were to become unusable or significantly impaired for an extended period of time, or the cyber-attack risks are realized, Suominen’s reputation as well as ability to deliver products at the appointed time, order raw materials and handle inventory could be adversely impacted.

Financial risks

The Group is exposed to several financial risks, such as foreign exchange, interest rate, counterparty, liquidity and credit risks. The Group’s financial risks are managed in line with a policy confirmed by the Board of Directors. The financial risks are described in the Note 3 of the consolidated financial statements.

Suominen is subject to corporate income taxes in numerous jurisdictions. Significant judgment is required to determine the total amount of corporate income tax at Group level. There are many transactions and calculations that leave room for uncertainty as to the final amount of the income taxes. Tax risks relate also to changes in tax rates or tax legislation or misinterpretations, and materialization of the risks could result in increased payments or sanctions by the tax authorities, which in turn could lead to financial loss. Deferred tax assets included in the statement of financial position require that the deferred tax assets can be recovered against the future taxable income.

Suominen performs goodwill impairment testing annually. In impairment testing the recoverable amounts are determined as the value in use, which comprises of the discounted projected future cash flows. Actual cash flows can differ from the discounted projected future cash flows. Uncertainties related to the projected future cash flows include, among others, the long economic useful life of the assets and changes in the forecast sales prices of Suominen’s products, production costs as well as discount rates used in testing. Due to the uncertainty inherent in the future, it is possible that Suominen’s recoverable amounts will be insufficient to cover the carrying amounts of assets, particularly goodwill. If this happens, it will be necessary to recognize an impairment loss, which, when implemented, will weaken the result and equity. Goodwill impairment testing has been described in the consolidated financial statements.

BUSINESS ENVIRONMENT

Suominen’s nonwovens are, for the most part, used in daily consumer goods, such as wipes as well as in hygiene and medical products. In these target markets of Suominen, the general economic situation determines the development of consumer demand, even though the demand for consumer goods is not very cyclical in nature. North America and Europe are the largest market areas for Suominen. In addition, the company operates in the South American markets. The growth in the demand for nonwovens has typically exceeded the growth of gross domestic product by a couple of percentage points.

We follow closely market development and signals from our customers, but the overall global economic uncertainty and fierce competition continue to make the longer-term visibility challenging. It remains to be seen how the current economic climate impacts the end consumer demand and consumer preferences regarding wipes. Historically, the wipes market has been rather steady despite the general economic situation.

Instabilities in the Middle East, the war in Ukraine and other geopolitical tensions continue to generate uncertainty globally. Possible impacts to Suominen as a company are expected to be mainly indirect. However, possible effects on raw material and logistic costs would impact Suominen directly. We continue to monitor the situations.

OUTLOOK

Suominen expects that its comparable EBITDA (earnings before interest, taxes, depreciation and amortization) in 2025 will improve from 2024. In 2024, Suominen’s comparable EBITDA was EUR 17.0 million.

PROPOSAL ON DISTRIBUTION OF FUNDS

The profit of the financial year 2024 of Suominen Corporation, the parent company of Suominen Group, was EUR 8,226,169.47. The funds distributable as dividends, including the profit for the period, were EUR 18,795,433 and total distributable funds were EUR 94,487,769.

The Board of Directors proposes that no dividend shall be distributed for the financial year 2024 and that the profit shall be transferred to retained earnings.

DISCLOSURE OF THE CORPORATE GOVERNANCE STATEMENT, REMUNERATION REPORT, THE FINANCIAL STATEMENTS AND THE REPORT BY THE BOARD OF DIRECTORS

Suominen will publish its Financial Statements, Report by the Board of Directors, Auditor’s Report, Sustainability Assurance Report, Corporate Governance Statement and Remuneration Report, concerning the financial year 2024, as part of the Annual Report during the week commencing March 31, 2025. The above documents will be published as a Stock Exchange Release and they will be available also at www.suominen.fi.

ANNUAL GENERAL MEETING 2025

The Annual General Meeting of Suominen Corporation is planned to be held on April 25, 2025. The Board of Directors will convene the Annual General Meeting by issuing a Notice to the Annual General Meeting as a Stock Exchange Release. The notice to the Annual General Meeting will also be published at www.suominen.fi.

EVENTS AFTER THE REPORTING PERIOD

Commencement of a new plan period in the share-based long-term incentive plan for management and key employees

Suominen announced on January 27, 2025, that the Board of Directors of Suominen Corporation has decided on the commencement of a new long-term incentive plan period covering the years 2025–2027 for management and key employees.

The purpose of the plan is to align the interests of the company’s shareholders and key employees to increase the company’s value in the long-term, to commit key employees to implement the company's strategy, objectives and long-term interest, and to reward them for high performance.

The performance criteria of the performance period 2025–2027 are tied to Absolute Total Shareholder Return (weight 40%) covering the years 2025–2027, Relative Total Shareholder Return (weight 40%) covering the years 2025–2027, and operative performance and sustainability goal (weight 20%) covering the year 2025 and measuring the company’s target to improve its raw material efficiency. The potential rewards from the plan will be paid after the end of the performance period.

The value of the rewards to be paid on the basis of the plan corresponds to a maximum total of 1,375,431 shares of Suominen, including also the proportion to be paid in cash. The target group in the performance period 2025–2027 consists of 28 key employees, including the President & CEO and other members of the Executive Management Team.

The potential reward will be paid partly in Suominen’s shares and partly in cash. The cash proportion of the reward is intended to cover taxes and statutory social security contributions arising from the reward to the key employee. As a rule, no reward will be paid if the key employee’s employment or director contract terminates before the reward payment.

The Executive Management Team member must hold 50% of the received shares until the value of the Executive Management Team member’s total shareholding in Suominen equals to 50% of the member’s annual gross salary for the calendar year preceding the payment of the reward. Respectively, the President & CEO must hold 50% of the received shares until the value of the President & CEO’s total shareholding in Suominen equals to the value of the President & CEO’s annual gross salary for the calendar year preceding the payment of the reward. Such number of Suominen shares must be held as long as the membership in the Executive Management Team or the position as the President & CEO continues.

Darryl Fournier appointed as the COO of Suominen

Suominen announced on January 27, 2025, that Darryl Fournier has been appointed as the Chief Operating Officer at Suominen. He became a member of Suominen's Executive Management Team and reports to President & CEO Tommi Björnman. Fournier started in his new position on February 10, 2025.

Proposals of the nomination board to the AGM 2025

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.

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 NEXT FINANCIAL REPORT

Suominen Corporation will publish its Interim Report for January–March 2025 on Wednesday, May 7, 2025.

ANALYST AND NEWS CONFERENCE

Tommi Björnman, President & CEO, and Janne Silonsaari, CFO, will present the result in English in an audiocast and a conference call for analyst, investors, and media on the same day at 11:00 a.m. (EET). The audiocast can be followed https://suominen.videosync.fi/q4-2024/register. The recording of the audiocast and the presentation material will be available after the event at www.suominen.fi.

Conference call participants can access the teleconference by registering at https://palvelu.flik.fi/teleconference/?id=50051443. The phone numbers and a conference ID to access the conference will be provided after the registration.
SUOMINEN GROUP JANUARY 1 – DECEMBER 31, 2024

The consolidated financial statements of Suominen have been audited. The Auditor’s report has been signed on March 4, 2025. Quarterly information, half-year report and interim reports have not been audited.

As result of rounding differences, the figures presented in the tables do not necessarily add up to total.

ACCOUNTING PRINCIPLES

The consolidated financial statements of Suominen Group are prepared in accordance with IFRS Accounting Standards, including International Accounting Standards (IAS) and Interpretations issued by the International Financial Reporting Interpretations Committee (SIC and IFRIC). IFRS Accounting Standards are standards and their interpretations adopted in accordance with the procedure laid down in regulation (EC) No 1606/2002 of the European Parliament and of the Council. The Notes to the Financial Statements are also in accordance with the Finnish Accounting Act and Ordinance and the Finnish Companies' Act.

This financial statement release has been prepared in accordance with the principles defined in IAS 34 Interim Financial Reporting as approved by the European Union. Financial statement release does not include all information required for full financial statements.

The principles for preparing consolidated financial statements are mainly the same as those used for preparing the consolidated financial statements for 2023. The new or amended standard, annual improvements, or interpretations applicable from January 1, 2024, are presented below.

New or amended standard, annual improvements or interpretations applicable from January 1, 2024:

- Amendments to IAS 1 – Classification of Liabilities as Current or Non-current, applicable from January 1, 2024. The amendment specified the requirements for classifying liabilities as current or non-current, by clarifying for example what is meant by a right to defer settlement, that a right to defer must exist at the end of the reporting period and that classification is unaffected by the likelihood that an entity will exercise its deferral right.

A company classifies a liability as non-current if it has a right to defer settlement for at least 12 months after the reporting date. The right may be subject to the company complying with conditions (covenants) specified in a loan arrangement. Only covenants that the company must comply with on or before the reporting date are relevant to the classification analysis.

The amendment were to be applied retrospectively and they had no effect on the consolidated financial statements of Suominen.

Other new or amended accounting standards, improvements or annual improvements applicable from January 1, 2024, or later were not material for Suominen Group.

New and amended IFRS standards and IFRIC interpretations published but mandatory from January 1, 2025, or later:

- Lack of Exchangeability, Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates, applicable from January 1, 2025. The amendments specify how an entity should assess whether a currency is exchangeable to another currency and how it should determine a spot exchange rate when exchangeability is lacking. As Suominen conducts business only in currencies which are exchangeable, the amendments have no effect on Suominen.

- Classification and Measurement of Financial Instruments, Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures, applicable from January 1, 2026. The new requirements will be applied retrospectively with an adjustment to opening retained earnings.

The amendments clarify the derecognition of financial liabilities, how to assess the contractual cash flow characteristics of financial assets that include ESG-linked or similar contingent features and the treatment of non-recourse assets and contractually linked instruments. The amendments also introduce an accounting policy option to derecognize financial liabilities that are settled through an electronic payment system before settlement date if certain conditions are met.

The amendments require additional disclosures for financial assets and liabilities with contractual terms that reference a contingent event, including those that are ESG-linked, and equity instruments classified as fair value through other comprehensive income.

The amendments have no material effect on the notes of equity instruments classified as fair value through other comprehensive income. Suominen's revolving credit facility includes ESG-linked conditions, so the amendment of the accounting standard increases the disclosure information of interest-bearing liabilities.

Otherwise, the amendments have no material effect on Suominen.

- IFRS 18 Presentation and Disclosure in Financial Statements, applicable from January 1, 2027. Also the consequential amendments to other IFRS Accounting Standards due to application of IFRS 18 are effective from January 1, 2027. The standard will be applied retrospectively.

The standard will introduce new categories and subtotals in the statement of profit or loss. It also requires disclosure of management-defined performance measures (MPM) in the financial statements and includes new requirements for the location, aggregation and disaggregation of financial information. IFRS 18 will replace IAS 1 Presentation in Financial Statements.

In accordance with the new standard, an entity is required to classify all income and expenses in the statement of profit or loss into one of five categories: operating, investing, financing, income taxes and discontinued operations. IFRS 18 also requires an entity to present in its statement of profit or loss subtotals and totals for operating profit or loss, profit or loss before financing and income taxes and profit or loss.

IFRS 18 introduces the concept of management-defined performance measures (MPM) which it defines as a subtotal of income and expenses that an entity uses in public communications outside financial statements in order to communicate the management's view of the financial performance of the entity. IFRS 18 requires disclosure of information about all the entity's MPMs in a single note to the financial statements and requires several disclosures to be made of each MPM, including the calculation of the MPM as well as reconciliation to the most comparable subtotal specified by IFRS accounting standards.

IFRS 18 also differentiates between presenting information in the primary financial statements and disclosing it in the notes and introduces a principle for determining the location of information based on identified roles of the primary financial statements and the notes. The standard requires aggregation and disaggregation of information to be performed with reference to similar and dissimilar characteristics. There is also new guidance for determining meaningful descriptions or labels for items that are aggregated in the financial statements.

The application of IFRS 18 will also amend IAS 7 Statement of Cash Flows. The standard amends the starting point of determining cash flows from operations under the indirect method to operating profit or loss. The optionality around classification of cash flows from dividends and interests in the statement of cash flows has also largely been removed.

There are also some consequential changes to other IFRS Accounting Standards, of which the most material to Suominen is the amendment of IAS 34 Interim Financial Reporting, which will require disclosure of MPMs also in the interim reports.

The evaluation of the new standard and the consequential changes to existing standards on Suominen's statement of profit or loss, statement of cash flows and notes is on-going. Although Suominen is currently presenting the operating profit or loss subtotal in its statement of profit or loss, the classification of income and expenses in this category might not be the same as currently. This would also result into a change in items classified in cash flow from operations in the statement of cash flows.

Other new or amended standards, improvements or annual improvements applicable from January 1, 2025, or later are not material for Suominen Group.

STATEMENT OF FINANCIAL POSITION

STATEMENT OF PROFIT OR LOSS

STATEMENT OF COMPREHENSIVE INCOME

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CASH FLOWS

KEY RATIOS

* Compared with the corresponding period in the previous year.

** 2024 Proposal of the Board

CALCULATION OF KEY RATIOS

Key ratios per share

Key ratios per share are either IFRS key ratios (earnings per share) or required by Ordinance of the Ministry of Finance in Finland or alternative performance measures (cash flow from operations per share).

Earnings per share

Basic earnings per share are calculated by dividing the net result attributable to owners of the parent by the weighted share-issue adjusted average number of shares outstanding during the reporting period, excluding shares acquired by the Group and held as treasury shares.                

When calculating diluted earnings per share the number of shares is adjusted with the effects of the share-based incentive plans.        

Cash flow from operations per share

Equity per share

Dividend payout ratio, %

Dividend yield, %

Price per earnings per share (P/E)

Market capitalization

Share turnover

Alternative performance measures

Some of Suominen's key ratios are alternative performance measures. An alternative performance measure is a key ratio which has not been defined in IFRS standards. Suominen believes that the use of alternative performance measures provides useful information for example to investors regarding the Group's financial and operating performance and makes it easier to make comparison between the reporting periods.

Operating profit and comparable operating profit

Operating profit, or earnings before interest and taxes (EBIT) is an important measure of profitability as by ignoring income taxes and financial items it focuses solely on the company's ability to generate profit from operations. Operating profit is presented as a separate line item in the consolidated statement of profit or loss.

In order to improve the comparability of result between reporting periods, Suominen presents comparable operating profit as an alternative performance measure. Operating profit is adjusted with material items that are considered to affect comparability between reporting periods. These items include, among others, impairment losses or reversals of impairment losses, gains or losses from the sales of property, plant and equipment or intangible assets or other assets and restructuring costs. In 2024 and 2023, the items affecting comparability of result were items arising from the closure of the production lines in Italy, and in 2024 also items arising from the restructuring program initiated in May.

EBITDA and comparable EBITDA

EBITDA is an important measure that focuses on the operating performance excluding the effect of depreciation and amortization, financial items and income taxes, in other words what is the margin on net sales after deducting operating expenses.

Gross capital expenditure

Suominen considers gross capital expenditure as a relevant measure in order to understand for example how the Group maintains and renews its production machinery and facilities. Gross capital expenditure includes also capitalized borrowing costs and capitalized cash flow hedges. Gross capital expenditure (gross investments) does not include increases in right-of-use assets.

Interest-bearing net debt

Suominen considers interest-bearing net debt to be an important measure for investors to be able to understand the Group’s indebtedness. It is the opinion of Suominen that presenting interest-bearing liabilities not only at amortized cost but also at nominal value gives relevant additional information to the investors.

Return on equity (ROE), %

The return on equity is one of the most important profitability ratios used by owners and investors. The ratio measures the ability of a company to generate profits from its shareholders' investments in the company and it defines the yield on the company's equity during the reporting period.

Invested capital

Return on invested capital (ROI), %

Return on invested capital is one of the most important key ratios. It measures the relative profitability of the company, i.e. the yield on the capital invested in the company.

Equity ratio, %

Equity ratio is an important key ratio as it measures the solidity of the company, the company's tolerance for losses and ability to cover its long-term commitments. The performance measure shows how much of the company's assets are financed with equity. The equity creates a buffer against potential losses, and equity ratio represents the level of this buffer.

Gearing, %

Gearing represents the ratio between the equity invested by the owners of the company and the interest-bearing liabilities borrowed from financiers. Gearing is an important performance measure in assessing the financial position of a company. A high gearing is a risk factor which might limit the possibilities for growth of a company and narrow its financial freedom.

NET SALES BY GEOGRAPHICAL MARKET AREA

QUARTERLY DEVELOPMENT

QUARTERLY SALES BY BUSINESS AREA

INFORMATION ON RELATED PARTIES

Suominen Group's related parties include the parent of the Group (Suominen Corporation) and subsidiaries. In addition, the related parties of Suominen include the members of the Board of Directors, President & CEO and the members of the Executive Team as well as their family members and their controlled companies. In addition, shareholders who have a significant influence in Suominen through share ownership are included in related parties. Suominen has no associated companies.

In its transactions with related parties Suominen follows the same commercial terms as in transactions with third parties.

Management remuneration

The Annual General Meeting held on April 4, 2024, resolved that 25% of the annual remuneration for the Board of Directors is paid in Suominen Corporation’s shares. The number of shares transferred to the members of the Board of Directors as their remuneration payable in shares for 2024 was 25,088 shares. The shares were transferred on May 16, 2024, and the value of the transferred shares totaled EUR 67,236.

The annual and meeting fees paid to the Board of Directors of Suominen Corporation in 2024 were in total EUR 332 thousand, of which EUR 67 thousand were paid in shares.

A part of the CEO’s share-based plan vested, and shares were transferred to the CEO plan in June. The number of the shares transferred was 9,556 shares. The value of the shares and the portion settled in cash was EUR 54,422.

Salaries paid or accrued, including fringe benefits, to President & CEO and other members of the Executive Team during January-December 2024 amounted to EUR 1,715 thousand, of which EUR 54 thousand was the value of the vested share-based payments. Obligatory pension payments and accruals were EUR 234 thousand and voluntary pension payments and accruals EUR 53 thousand. The accrual, excluding social costs, based on the non-vested share-based incentive plans in accordance with IFRS standards was EUR 345 thousand for the related parties for the reporting period.

Management share ownership

Number of shares

THE LARGEST SHAREHOLDERS ON DECEMBER 31, 2024

CHANGES IN PROPERTY, PLANT AND EQUIPMENT, INTANGIBLE ASSETS AND RIGHT-OF-USE ASSETS

Intangible assets excluding goodwill.

CONTINGENT LIABILITIES
EUR thousand

FINANCIAL ASSETS BY CATEGORY

Principles in estimating fair value for financial assets for 2024 are the same as those used in consolidated financial statements for 2023.

CHANGES IN INTEREST-BEARING LIABILITIES

EUR thousand

FINANCIAL LIABILITIES

The financial liabilities in the table above are measured at amortized cost.

Principles in estimating fair value for financial liabilities for 2024 are the same as those used in consolidated financial statements for 2023.

FAIR VALUE MEASUREMENT HIERARCHY

EUR thousand