Spinnovagroup

Articles of association

1 THE NAME OF THE COMPANY

The name of the company is Spinnova Oyj and in English, Spinnova Plc.

2 DOMICILE OF THE COMPANY

The domicile of the company is Jyväskylä.

3 LINE OF BUSINESS

The line of business of the company is the manufacture of new value-added fibre products, research and development and the manufacture of machinery and equipment. In addition, the company may own, manage and trade in real estate and securities.

4 CHIEF EXECUTIVE OFFICER

The company has a Chief Executive Officer who is appointed by the Board of Directors of the company.

5 BOARD OF DIRECTORS

The company has a Board of Directors, consisting of a minimum of three (3) and a maximum of eight (8) ordinary members. The Board of Directors elects a Chair from among its members for its term. The term of office of the members of the Board of Directors expires at the closing of the Annual General Meeting following their election.

6 REPRESENTATION OF THE COMPANY

In addition to the Board of Directors, the Chair of the Board of Directors and the Chief Executive Officer may represent the company each alone and the members of the Board of Directors jointly two together. In addition, the Board of Directors may grant a procuration or the right to represent the company to a designated person.

7 BOOK-ENTRY SECURITIES SYSTEM

The shares of the company belong to the book-entry securities system after the expiry of the registration period decided by the Board of Directors.

8 AUDITOR

The company shall have an auditor that is an auditing firm approved by the Finnish Patent and Registration Office.

The term of office of the auditor shall expire at the closing of the Annual General Meeting following their election.

9 FINANCIAL PERIOD

The financial period of the company is the calendar year.

10 NOTICE TO GENERAL MEETING

The notice to General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.

The notice shall be delivered to the shareholders by means of a notice published on the company’s website or in at least one national daily newspaper designated by the Board of Directors.

In order to be entitled to attend and exercise their right to speak at the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.

In addition to the domicile of the company, General Meetings may be held in Helsinki, Espoo or Vantaa.

11 ANNUAL GENERAL MEETING

The Annual General Meeting shall be held annually on a date decided by the Board of Directors within six (6) months from the end of the financial year.

At the Annual General Meeting, the following shall be

presented:

  1. the financial statements, which include the consolidated financial statements, and the annual report;
  2. the auditor’s report; and

decided:

  1. the adoption of the financial statements, which in the parent company also includes the adoption of the consolidated financial statements;
  2. the use of the profit shown on the balance sheet;
  3. the discharge from liability of the members of the Board of Directors and the Chief Executive Officer;
  4. the remuneration of the members of the Board of Directors and the auditor;
  5. the number of the members of the Board of Directors

elected:

  1. the members of the Board of Directors;
  2. the auditor;

and discussed:

  1. other matters potentially included in the notice to the Annual General Meeting.

12 NOTIFICATION ON THE CHANGE OF HOLDINGS

A shareholder shall notify the company of its shareholding and voting rights, when such holdings reach, exceed or decrease below 5%, 10%, 15%, 20%, 25%, 30%, 50%, 2/3 or 90% of the total voting rights in the shares in the company or the total number of shares in the company registered with the Finnish Trade Register. A shareholder shall also make a notification on the change of holdings when it has on the basis of a financial instrument the right to receive a number of shares in the company that results in reaching, exceeding or decreasing below any of the abovementioned thresholds. The financial instruments may be physically or cash settled. The obligation to make a notification also arises when a shareholder’s combined holdings of the above (shareholding or voting rights and long-position acquired through financial instruments) reach, exceed or decrease below any of abovementioned thresholds.

This Article 12 shall be interpreted in accordance with Chapter 9 Sections 5–8 of the Finnish Securities Market Act.

In the calculation of the holdings of the shareholder, such holdings shall also comprise holdings of the entities under the shareholder’s control. Furthermore, holdings of a third party shall be taken into account if the shareholder has the right to acquire, transfer or exercise voting rights attached to the holdings of a third party.

The obligation to notify the company on the change of holdings does not apply to:

The notification on the change of holdings shall be made without undue delay after the shareholding or voting rights of a shareholder reach, exceed or decrease below any of the abovementioned thresholds or when the shareholder has on the basis of a financial instrument the right to receive a number of shares in the company that reaches, exceeds or decreases below any of the abovementioned thresholds.

The notification on the change of holdings shall contain the following information:

The company shall post a template form of notification on the change of holdings to its website. When a notification on the change of holdings has been made to the company or the company otherwise becomes aware of the reaching, exceeding or decreasing below any of above-mentioned thresholds, the company shall publish the information on the change of holdings in the company and deliver such information to the market without undue delay.

The shareholder shall make the notification on the change of holdings in Finnish or English at its discretion and the company shall publish all information pertaining to the change of holdings in the company without undue delay.

In the event that the shareholder fails to comply with its obligation to notify the company of any changes in its holdings where these holdings reach or exceed any of the thresholds above, the shareholder is entitled to exercise only the voting rights conferred by the shares that were held by the shareholder before the change in its holdings of shares occurred, until it has made the requisite notification.

13 OBLIGATION TO PURCHASE SHARES

Offer

After the shares in the company have been admitted to public trading on a market place, including but not limited to Nasdaq First North Growth Market Finland, a person whose holdings, either alone or together with other persons in a way defined hereinafter, in the voting rights attached to all the shares in the company registered at the Finnish Trade Register exceed 30% or 50%, shall be obliged to make an offer to purchase all the other shares issued by the company and options which entitle the holder to new shares in the Company from the other shareholders and holders of such options.

In the calculation of the voting rights, the following shares shall be taken into account:

  1. shares held by the offeror as well as persons acting in concert with the offeror;
  2. shares held by the offeror or by the persons acting in concert with the offeror together with a third party; and
  3. shares, the voting rights attached to which the shareholder is entitled to use or direct under a contract or other arrangement.

Any person acting as a custodian of the company’s shares shall not be deemed to be an offeror for the purposes of this Article 13 and their holdings shall be deemed to be excluded for the purposes of calculating the voting rights.

In calculating the voting rights of a person for the purposes of this Article 13, any restrictions on the exercise of the voting rights in provisions of applicable law, the Articles of Association or an agreement to which the person is a party shall not be taken into account. Shares held by the company or any entity under the control of the company shall not be taken into account in the determining of the aggregate voting rights attached to all the shares in the company.

In the event that there is one person whose holdings of voting rights exceed either of the limits of 30% or 50% referred to above, no other person shall become obliged to make an offer until its holdings exceed the holdings of the first person. In the event that the holdings of one person have exceeded either one of the limits stated above, i.e. 30% or 50%, and this is solely as a result of activities of the company or another person, the person shall not be obliged to make an offer until it purchases or subscribes for or in any other manner increases its holdings of the voting rights in the company.

Purchase price

The purchase price payable by the offeror shall be a fair market price. The purchase price can be cash, securities or shares, or combination of cash, securities and shares. The starting point for the determination of the purchase price shall be the highest of the following:

If an acquisition deemed to have influenced the purchase price is denominated in a currency other than the euro, in which the shares in the company are traded, the conversion value of such currency used in an acquisition to the trading currency shall be calculated through the official rates of the European Central Bank for the currencies in question seven (7) days prior to the date on which the Board of Directors notified the shareholders of the offer.

The offeror shall be obliged to treat all offerees equally and pay the same price per share to all offerees willing to sell their shares to the offeror on the basis of the offer irrespective of the identity of the offeree, number of the shares held by the offeree or the point of time when the offeree sells its shares to the offeror.

In the event the offeror or a person acting in concert with the offeror acquires shares in the company under better terms and conditions than what has been offered to the offerees in the offer and such acquisition takes place between the date on which the obligation to make an offer has arisen and the due date by which demands for purchase shall be made, the offeror shall be obliged to amend the offer to correspond to the said acquisition. The procedure for the amendment of the offer is set forth below.

In the event the offeror or a person acting in concert with the offeror acquires shares in the company under better terms and conditions than what has been offered to the offerees in the offer (or in the amended offer, if any) and such acquisition takes place within nine (9) months after the due date by which demands for purchase were made to the offeror, the offeror shall be obliged to compensate the offerees who have accepted the offer (or the amended offer, if any) for the difference between the purchase price paid in the offer (or the amended offer, if any) and the price paid in the said acquisition.

Procedure

The offeror shall have an obligation to make an offer in writing to the company’s address addressed to the Board of Directors. The communication on the obligation to make an offer shall contain the number of shares held by the offeror and information on the number and price of the shares acquired during the last twelve (12) months. The communication on the obligation to make an offer shall also contain the address at which the offeror may be contacted and it shall be made in the Finnish or English language at the discretion of the offeror.

The Board of Directors shall notify the company’s shareholders of the arising of the obligation to make an offer within 45 days of the receipt of the communication on the obligation to make an offer or, in the absence of such communication or where such communication fails to arrive within the specified period, of the date on which it otherwise became aware of such obligation to make an offer. The notice of the Board of Directors shall contain all of the information of the date on which the obligation to make an offer has arisen, the basis for determination of the purchase price to the extent known to the Board of Directors and the due date for accepting the offer. The offeror shall be obliged to provide the Board of Directors with all information reasonably required by the Board of Directors for the Board of Directors to make its own notification to the shareholders. The notification of the Board of Directors shall be made in accordance with the provisions of Article 10 concerning the notice to General Meeting. An offeree who wishes to accept the offer shall do so in writing within 30 days of the notification of the Board of Directors. The notification of acceptance, which shall be sent to the company or to a party appointed by the Board of Directors, shall indicate the number of shares to which the acceptance relates. An offeree who accepts the offer shall, at the same time as making its notification of acceptance, provide the company with all necessary documentation to carry out the transfer of the relevant shares to the offeror upon the payment of the purchase price.

The offeror shall immediately inform the Board of Directors if the offer needs to be amended in accordance with the above provisions and provide the Board of Directors with all information reasonably requested by it. In the event the offer has already been notified to the offerees, the Board of Directors shall promptly notify the offerees on the amended offer in the manner set forth in the paragraph immediately above together with information on the possible extension on the original due date for accepting the offer as set forth in the paragraph immediately above. Such extension shall be determined by the Board of Directors and it shall not exceed seven (7) days from the original due date for accepting the offer as set forth in the paragraph immediately above.

If the offer is not accepted by an offeree by the due date for accepting the offer as set forth in the paragraph above, the offeree loses its right to accept the offer (or the amended offer, if any). An offeree shall have the right to revoke its acceptance at any time until the purchase has taken place in accordance with the terms of the offer.

Immediately after the due date for accepting the offer as set forth in the paragraph above, the company shall notify the offeror of the total number of acceptances of the offer. The offeror shall, within 14 days of receipt of such a notice and in accordance with the company’s instructions pay the purchase price and complete the purchase of the shares in respect of which acceptances have been received.

The purchase price or any part thereof which is not paid within the specified period shall accrue default interest of 20 per cent per annum as of the date on which the purchase should have been made. Additionally, if the offeror has failed to observe the above provisions concerning an obligation to make an offer, default interest shall be calculated from the date on which the communication on the obligation to make an offer should have been made.

The company shall make all releases relating to notices and information published to the shareholders of the company set forth in this Article 13 in Finnish and in English.

Any provisions relating to the application and interpretation of the obligation to purchase shares and not explicitly stipulated in this Article 13 shall be determined by applying the Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids as implemented and applied in Finland on companies listed on Nasdaq Helsinki Ltd’s main market.

Dispute resolution

The Board of Directors has a full authorisation to determine the application of this Article 13, including also the application of directly or analogically applicable regulation in its entirety or partially. The authorisation given to the Board of Directors shall include all discretion vested in a relevant takeover panel, including but not limited to, assessing whether the shareholding threshold in accordance with this Article 13 has been reached, the authorisation to decide on the terms and conditions of the offer and the amount of consideration to be offered by the offeror to the offerees. Furthermore, the Board of Directors may for a special reason and on application grant a permission to derogate from the obligation to purchase shares and the other obligations provided for in this Article.

Any resolution or decision of or the use of discretionary power or decision-making power which are made bona fide in accordance with this Article 13 are final and binding, and actions which are made bona fide by the Chair of the Board of Directors or any Director or by a member of the Board of Directors or which are made on behalf of or in accordance with a Power of Attorney given by the Board of Directors or a member of the Board of Directors in accordance with the provisions of this Article 13 are final and binding on all relevant parties concerned and cannot be challenged with respect to validity or otherwise on any grounds. The Board of Directors does not have an obligation to give grounds for the resolutions, decisions or notifications given in accordance with this Article 13.

If one half or more of the members of the Board of Directors would have a conflict of interest or would otherwise be unable to resolve on matters relating to this Article 13, the Board of Directors shall appoint an independent financial adviser to undertake the role of the Board of Directors for the purposes of this Article. Any such adviser must have the relevant experience and relevant background for takeover matters. Any such adviser shall have similar authorisations as granted to the Board of Directors in this Article unless the Board of Directors decides otherwise in connection with the appointing of an adviser or otherwise.

Restriction on number of votes

In the event that the shareholder fails to comply with its obligation to make an offer in the manner defined above, the shareholder is entitled to exercise only that number of votes conferred by the shares held by the said shareholder that at the most does not amount to or exceed the lowest threshold that would trigger the obligation to make an offer, i.e. 30%, as determined above.