Notice to the Annual General Meeting of Suominen Corporation - Seite 2

The Board of Directors proposes that the remuneration policy of the company be approved. The resolution is advisory in accordance with the Companies Act.

The remuneration policy is available on the company’s website www.suominen.fi/agm no later than three weeks before the General Meeting.

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

The Shareholders’ Nomination Board of Suominen Corporation proposes that the remuneration of the Board of Directors would be as follows: the Chair would be paid an annual fee of EUR 74,000 (2023: EUR 70,000), the Deputy Chair an annual fee of EUR 45,000 (2023: 33,000) and other Board members an annual fee of EUR 35,000 (2023: EUR 33,000). 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 2024 of the company is published.

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

13. 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 remains unchanged and would be six (6).

14. 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, Aaron Barsness, Björn Borgman, Nina Linander, and Laura Remes would be re-elected as members of the Board of Directors and that Charles Héaulmé would be elected as a new member of the Board of Directors.

Jaakko Eskola, the current Chair of the Board of Directors, has informed that he is not available for re-election to the Board of Directors.

Charles Héaulmé (born 1966, B.Sc. (Business Administration), French citizen) currently works as the President and CEO of Huhtamäki Oyj. Prior to that he has held a number of executive positions at Tetra Pak in Europe and Americas. Charles Héaulmé’s CV is available on the company’s website www.suominen.fi/agm/.