Suominen Corporation's stock exchange release, September 16, 2026 at 17:00 (EEST)
Changes to Suominen Corporation's share-based incentive plans for management and key employees and to the President & CEO's share-based signing bonus and annual share reward
The Board of Directors of Suominen Corporation (hereinafter the "Company" or "Suominen") has resolved on changes to the Company's existing share-based incentive plans, the CEO's signing bonus to be paid during the third quarter of 2026 and the CEO's share-based annual share reward (together, the "Incentive Plans").
The changes are related to the rights issue carried out by the Company earlier in the summer (the "Rights Issue"), the final result of which was announced by the Company by a stock exchange release on July 2, 2026. As a result of the Rights Issue, the total number of shares in the Company increased by 77,121,272 from 58,259,219 to 135,380,491.
As the Rights Issue increased the total number of shares in the Company and mechanically changed the share price, an adjustment factor is applied to ensure that the same value (in EUR terms) remains tied to the Incentive Plans as before the Rights Issue. The adjustment is carried out by dividing the current maximum number of shares to be granted under the Incentive Plans by the adjustment factor of 0.62, or inversely by multiplying the current maximum number of shares to be granted under the Incentive Plans by 1.621 (the "Share Multiplier") and then rounding the result downwards to the nearest thousand. The adjustment factor (0.62) is derived by dividing the theoretical ex-rights price (TERP) of the Rights Issue (EUR 0.66) by the cum rights price of the Rights Issue (EUR 1.07) and represents the proportion of value retained by the Company's shares after accounting for the dilution resulting from the Rights Issue.
The Incentive Plans are described in more detail in the financial statements and in the remuneration report, available on the Company's website at www.suominen.fi.
Share-based incentive plans for management and key employees
The Company has in place a long-term share-based incentive plan for management and key employees for the financial years 2024-2028 (the "PSP"), the establishment of which and the performance criteria for 2024-2026 were announced by the Company by a stock exchange release on February 6, 2024. The Company announced the performance criteria for the PSP for the performance period 2025-2027 by a stock exchange release on January 27, 2025, and for the performance period 2026-2028 by a stock exchange release on January 29, 2026. The purpose of the PSP is to align the objectives of the Company's shareholders and key employees in order to increase the value of the Company in the long term, to commit key employees to implementing the Company's strategy, objectives and long-term interests, and to reward them for excellent performance.
In addition, Suominen has a restricted share unit plan for selected key employees of the Suominen group, the establishment of which was announced by the Company by a stock exchange release on December 19, 2025 (the "RSUP"). The RSUP is intended for use in situations deemed necessary by the Board of Directors, such as retaining key employees, attracting new key employees, or in other specific situations determined by the Board of Directors.
The Board of Directors of Suominen has resolved on changes to the Company's PSP and RSUP, such that the number of reward shares payable under both plans is adjusted by applying the Share Multiplier to ensure that the same value (in EUR terms) remains tied to the PSP and RSUP as before the Rights Issue. At the same time, the Board of Directors has resolved on changes to the Total Shareholder Return performance criteria of the PSP. No other changes have been made to the terms of the RSUP.
Changes to the PSP
The Board of Directors of the Company has resolved to make the following changes to the maximum number of shares under the ongoing performance periods of the PSP, as set out in the table below:
| Performance Period | 2024-2026 | 2025-2027 | 2026-2028 |
| Performance criteria | Absolute Total Shareholder Return (40%), Relative Total Shareholder Return (40%) and operative performance and sustainability target (20%) | Absolute Total Shareholder Return (40%), Relative Total Shareholder Return (40%) and operative performance and sustainability target (20%) | Absolute Total Shareholder Return (40%), Earnings Before Interests and Taxes (EBIT) (40%) and operative performance and sustainability target (20%) |
| Potential reward payment | To be paid partly in Suominen shares and partly in cash in spring 2027 | To be paid partly in Suominen shares and partly in cash in spring 2028 | To be paid partly in Suominen shares and partly in cash in spring 2029 |
| Number of participants at the date of this release | 14 individuals | 16 individuals | 24 individuals |
| Before the changes resolved by the Board of Directors Maximum number of reward shares allocated Total maximum number of shares | 568,135 1,090,349 | 853,848 1,375,431 | 1,382,600 1,500,000 |
| After the changes resolved by the Board of Directors Maximum number of reward shares allocated Total maximum number of shares | 920,000 1,767,000 | 1,384,000 2,229,000 | 2,241,000 2,431,000 |
Suominen's President & CEO must hold 50% of the net number of shares received under the plan until his total shareholding corresponds to the value of his annual gross salary. A member of the Leadership Team must hold 50% of the net number of shares received under the plan until his or her total shareholding corresponds to the value of half of his or her annual gross salary. These shares must be held for as long as the participant's employment or service relationship in a group company of Suominen continues.
Change to the RSUP
As previously announced, the Board of Directors of the Company may allocate rewards under the RSUP during financial years 2026-2028. Previously, the total maximum amount of rewards payable under the plan corresponded to a maximum of 200,000 Suominen shares, including also the cash-settled portion. To ensure that the same value (in EUR terms) remains tied to the RSUP as before the Rights Issue, the Board of Directors resolved to adjust this maximum amount of rewards payable under the RSUP by applying the Share Multiplier and rounding the result downwards to the nearest thousand. As a result, the total maximum amount of rewards payable under the plan increased to 324,000 Suominen shares, including also the cash-settled portion.
The target group of the plan consists of key employees selected by the Board of Directors, including members of the Leadership Team and the President & CEO. Rewards are paid by the end of May 2029, but in any event no earlier than twelve (12) months after the determination of the reward opportunity. The reward is conditional on a valid employment or executive contract and the continuation of the employment or service relationship.
The reward is paid partly in Suominen shares and partly in cash. The cash portion of the reward is intended to cover taxes and statutory social security contributions arising to the key employee from the reward. As a rule, if a key employee's employment or executive contract terminates before the reward is paid, the reward will not be paid. The Board of Directors may impose a shareholding requirement on the shares paid as reward.
President and CEO Charles Héaulmé's share-based incentive arrangements
As previously announced in the financial statements release on January 29, 2026, and the interim reports published on May 7, 2026, and on August 7, 2026, President and CEO Charles Héaulmé is entitled to a share-based signing bonus, an annual share reward and participation in the Company's ongoing PSP.
The Board of Directors of the Company has resolved on changes to the President and CEO's share-based signing bonus and annual share reward arrangements. To ensure that the same value (in EUR terms) remains tied to the signing bonus and annual share reward arrangements as before the Rights Issue, the Board of Directors has resolved to adjust the number of shares under the signing bonus and annual share reward. The change to the PSP described above also applies to the CEO to the extent he participates in the PSP.
Change to the signing bonus
As previously announced, President and CEO Charles Héaulmé is entitled to a signing bonus consisting of 200,000 shares in the Company. The Board of Directors of Suominen resolved to adjust the number of shares under the signing bonus by applying the Share Multiplier and rounding the result downwards to the nearest thousand. As a result, the signing bonus increased to 324,000 Suominen shares.
The Board of Directors of the Company has resolved that the signing bonus shall be paid in Company shares held by the Company on September 30, 2026, provided that the chief executive officer contract is in force at that time. Any applicable taxes are the responsibility of the recipient.
Change to the Annual Shares Contribution Plan
As previously announced, pursuant to the 2026 Annual Shares Contribution Plan, the President & CEO is expected to acquire up to 100,000 shares in the Company at the market price formed in public trading on Nasdaq Helsinki. Previously, Suominen had committed to matching the CEO's investment by way of the CEO receiving, without consideration:
- 100,000 shares at minimum EUR 20 million comparable EBITDA
- 300,000 shares at target EUR 25 million comparable EBITDA
- 500,000 shares at maximum EUR 30 million comparable EBITDA.
The Board of Directors of Suominen resolved that, pursuant to the 2026 Annual Shares Contribution Plan, the President & CEO is expected to acquire up to 162,000 shares in order to ensure that the same value (in EUR terms) remains tied to the Annual Shares Contribution Plan as before the Rights Issue. Correspondingly, the number of shares to be delivered to the CEO without consideration by the Company changes as follows:
- 162,000 shares at minimum EUR 20 million comparable EBITDA
- 486,000 shares at target EUR 25 million comparable EBITDA
- 810,000 shares at maximum EUR 30 million comparable EBITDA.
Share entitlement between the thresholds (min, target, max) will be determined linearly. The Company will transfer the shares during the first quarter of 2027 pursuant to a resolution by the Board of Directors.
In addition, the Board of Directors of the Company resolved to increase the maximum number of reward shares under the 2027 Annual Shares Contribution Plan from 500,000 shares in the Company to a maximum of 810,000 shares in the Company. As of the Annual Shares Contribution Plan 2027, the first half of the plan shall be unconditional and the second half based on performance targets set by the Board of Directors, provided that the President & CEO's service in the Company is in force at the time of the reward payments. The other terms and conditions of the 2026 and 2027 share reward arrangements shall otherwise remain unchanged as previously announced by Suominen.
Following the changes, the key details of the President and CEO's incentive arrangements are as follows:
| Performance Period | 2025-2026; signing bonus | Annual Shares Contribution 2026 | Annual Shares Contribution 2027 and onwards |
| Incentive based on | Service requirement | Shareholding requirement, comparable EBITDA | Shareholding requirement, performance targets set by the Board of Directors |
| Potential reward payment | To be paid in Suominen shares in September 2026 | To be paid in Suominen shares in spring 2027 | To be paid in Suominen shares in spring 2028 (and annually going forward) |
| Participants | President and CEO | President and CEO | President and CEO |
| Maximum number of reward shares before the changes resolved by the Board of Directors | 200,000 | 500,000 | 500,000 |
| Maximum number of reward shares after the changes resolved by the Board of Directors | 324,000 | 810,000 | 810,000 |
SUOMINEN CORPORATION
Board of Directors
For further information:
Charles Héaulmé, President and CEO, tel. +358 10 214 3268
Distribution:
Nasdaq Helsinki
Key media
www.suominen.fi
About Suominen Corporation
Suominen manufactures nonwovens as roll goods for wipes and other applications. Our vision is to be the frontrunner for nonwovens innovation and sustainability. The end products made of Suominen's nonwovens are present in people's daily life worldwide. Suominen's net sales in 2025 were EUR 412.4 million and we have almost 700 professionals working in Europe and in the Americas. Suominen's shares are listed on Nasdaq Helsinki. Read more at www.suominen.fi.
