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Inside information: Suominen is planning to accelerate its Full Potential Program execution through a fully underwritten rights issue of up to EUR 28 million

Suominen Corporation, inside information, May 18, 2026 at 4:00 p.m. (EEST) 

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Suominen Corporation (hereinafter the “Company” or “Suominen”) 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” or the “Rights Issue”). The objective of the Offering is to secure funding for the execution of profitability-enhancing improvements as part of the Company’s strategic Full Potential Program (as defined below) and to strengthen the Company’s capital structure.

The Board of Directors (“BoD”) of Suominen is planning today to give notice of an extraordinary general meeting (“EGM”) to authorise the share issuance and is planning to launch the Offering during the second quarter of 2026, subject to, among other things, receiving necessary authorisations in the EGM and market conditions.

The Company’s main shareholders, including Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, have each issued an undertaking to the company to vote in favour of the share issue authorisation at the EGM, to subscribe for their pro rata share of the issuance, as well as entered into conditional subscription guarantee commitments covering in total any unsubscribed shares in the Offering, subject to customary terms and conditions. Ahlstrom Capital B.V., Etola Group Oy and Oy Etra Invest Ab together represent a total of approximately 49.02% of the shares in the Company.

In addition to the Offering, Suominen has negotiated a two-year maturity extension to its syndicated credit facility agreement and additional headroom to its financial covenants, which, in addition to customary terms and conditions, is conditional upon the completion of the Offering. The purpose with the extension and the resetting of the financial covenants is to allow the execution of the Full Potential Program and further flexibility to the Company’s funding.

Highlights of the Offering

• The objective of the Offering is to accelerate profitability-enhancing improvement as part of the Company’s Full Potential Program and to strengthen the Company’s capital structure
• The Company seeks to raise up to approximately EUR 28 million in gross proceeds in the Offering
• The Offering is fully underwritten
  
  

Background to the Offering

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

Charles Héaulmé, Suominen President and CEO, says: “In January 2026, we launched the Full Potential Program. The Offering will enable us to accelerate the implementation of the program while strengthening our capital structure. I am confident that the Full Potential Program will enhance the reliability and efficiency of our production and supply, while allowing us to better meet the expectations of our customers and shareholders by reinforcing our commercial capabilities. The support from our main shareholders for both the FPP and the planned Offering is a strong vote of confidence in the Company’s future.”

Shareholder support and underwriting

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

Ahlstrom Capital B.V., on the one hand, and Etola Group Oy and Oy Etra Invest Ab, jointly, on the other hand, together representing a total of 49.02 per cent of the Company’s shares, have undertaken to vote in favour of the proposal to the EGM to authorise the BoD to resolve on the Offering, and have also 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 commitments. The Subscription Undertakings and the Underwriting are subject to, among other things, the Financial Supervisory Authority granting Ahlstrom Capital B.V. as a shareholder and controlled by A. Ahlström Oy, separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, (the “Applicants”) permanent exemptions from the obligation to launch a mandatory tender offer, as referred to in the Finnish Securities Markets Act, for the remaining securities entitling to the Company’s shares in the event that the holding of Ahlstrom Capital B.V., separately, and Etola Group Oy and Oy Etra Invest Ab, acting jointly, would consequently exceed 30 per cent of all votes carried by the Company’s shares as a result of the Offering.

Extraordinary General Meeting

The Offering is subject to an authorisation by the EGM and a resolution by the BoD. The EGM will be held on 8 June 2026. Preliminarily and depending on the market conditions, the subscription period of the Offering is estimated to commence during the second quarter of calendar year 2026.

Advisors

Danske Bank A/S, Finland Branch and Nordea Bank Abp are acting as the joint global coordinators (the “Joint Global Coordinators”) in the Offering. Aventum Partners Ltd is acting as the financial advisor to the Company. Castrén & Snellman Attorneys Ltd is acting as the legal advisor to the Company. Borenius Attorneys Ltd is acting as the legal advisor to the Joint Global Coordinators.

Webcast and teleconference

The Company will organise a webcast and a teleconference with the President and CEO Charles Héaulmé regarding how the Offering will enable the execution of profitability-enhancing improvements as part of the Full Potential Program and provide flexibility through the strengthening of the Company’s capital structure. The event will be organised on May 19, 2026 at 9:00 EEST. You can follow the webcast at URL https://suominen.events.inderes.com/2026-05-webcast. You may register for the teleconference at URL https://events.inderes.com/suominen/2026-05-webcast/dial-in.

The presentation is available on the Company’s website at URL https:// merkintaoikeusanti.suominen.fi/en, and a link to the recorded webcast will be available on the website after it has been held.

SUOMINEN CORPORATION
Board of Directors

For further information, please contact:
Charles Héaulmé, President and CEO, 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.