The Finnish Financial Supervisory Authority has granted Ahlstrom Capital B.V. and A. Ahlström Oy as well as Erkki Etola, Etola Group Oy and Oy Etra Invest Ab permanent exemptions from the obligation to launch a mandatory tender offer

Suominen Corporation’s stock exchange release on June 5, 2026, at 12:00 p.m. (EEST)

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Suominen Corporation (“Suominen” or the “Company”) disclosed on 18 May 2026 that it is planning a share issue based on the pre-emptive right of the shareholders to raise gross proceeds of up to approximately EUR 28 million (the “Offering”). The Board of Directors of Suominen has proposed that the extraordinary general meeting (“EGM”) to be held on 8 June 2026 resolve to authorise the Board of Directors of the Company to decide on a rights issue.

Suominen had previously disclosed on 18 May 2026 that the Company’s main shareholders, Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, together representing a total of 49.02 per cent of the Company’s shares, have undertaken to subscribe for their pro rata share of new shares issued in the Offering (the “Subscription Undertakings”). In addition, Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, have provided subscription guarantee commitments collectively covering the remainder of the Offering (the “Underwriting”). No compensation will be paid to the shareholders for providing their Subscription Undertakings or Underwriting.

The Subscription Undertakings and the Underwriting have been subject to, among other things, the Finnish Financial Supervisory Authority granting, pursuant to Chapter 11, Section 26 of the Finnish Securities Markets Act (746/2012, as amended), the parties that have given the respective commitments permanent exemptions from the obligation to launch a mandatory tender offer for the remaining securities entitling to the Company’s shares in the event that the holding of Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, would consequently exceed 30 per cent of all votes carried by the Company’s shares as a result of the Offering.

Suominen has today been informed by Ahlstrom Capital B.V. and A. Ahlström Oy as well as Erkki Etola, Etola Group Oy and Oy Etra Invest Ab (the “Applicants”) that the Finnish Financial Supervisory Authority has today decided to grant the Applicants permanent exemptions from the obligation to launch a mandatory tender offer, even if the share of voting rights of Ahlstrom Capital B.V. and, indirectly, A. Ahlström Oy, or of Etola Group Oy and Oy Etra Invest Ab, acting jointly, or Erkki Etola indirectly alone, in the Company were to exceed the 30 per cent threshold for the obligation to launch a mandatory tender offer when the Subscription Undertakings and the Underwriting are exercised. The threshold could be exceeded upon Ahlstrom Capital B.V., separately, or in the case of Etola Group Oy and Oy Etra Invest Ab, acting jointly, subscribing for the Company’s shares in the Offering pursuant to the Subscription Undertakings and the Underwriting, depending on whether other shareholders or investors subscribe for all the remaining shares offered in the Offering.

The exemptions are conditional on that the Applicants or persons acting in concert with the Applicants do not acquire or subscribe for additional shares in the Company or otherwise increase their share of voting rights in the Company after the threshold for launching a mandatory tender offer has been exceeded. In addition, the Finnish Financial Supervisory Authority has stated in its decision that, unless the position of minority shareholders has been adequately safeguarded by other means, a precondition for granting an exemption from the obligation to launch a mandatory public takeover bid in such cases is that shareholders independent of the arrangement resolve on the arrangement at the general meeting of the target company.

SUOMINEN CORPORATION

For further information, please contact:

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

Suominen manufactures nonwovens as roll goods for wipes and other applications. Our vision is to be the frontrunner for nonwovens innovation and sustainability. The end products made of Suominen’s nonwovens are present in people’s daily life worldwide. Suominen’s net sales in 2025 were EUR 412.4 million and we have almost 700 professionals working in Europe and in the Americas. Suominen’s shares are listed on Nasdaq Helsinki. Read more at www.suominen.fi.

Distribution:

Nasdaq Helsinki
Main media
www.suominen.fi

IMPORTANT NOTICE

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

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

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