The General Meeting of Shareholders is the highest decision-making body of Spinnova.
Spinnova’s General Meeting of the Shareholders is held at the Company’s domicile in Jyväskylä or in Helsinki, Espoo or Vantaa and is convened by the Board of Directors. The Annual General Meeting is held annually within six months of the end of the financial year. An Extraordinary General Meeting may be convened to discuss a specific matter when the Board of Directors deems it appropriate or when demanded in writing by the company’s auditor or by shareholders representing at least 10 per cent of all outstanding shares in the company .
The General Meeting of Shareholders decides on matters required by the Companies Act and the Articles of Association. The Annual General Meeting decides on the approval of the financial statements and the distribution of profit, the discharge from liability of the members of the Board of Directors and the CEO, and the election of the members of the Board of Directors and the auditor, and their remuneration. The competence of the Annual General Meeting also includes amending the Articles of Association, deciding on the purchase of the Company’s own shares, share issues and stock option programs, and authorizing the Board of Directors to decide on such.
If possible, the Annual General Meeting will be attended by the Board of Directors as a whole and any person nominated as a member of the Board for the first time.
Spinnova publishes the minutes of the Annual General Meeting on the Company’s website and keeps them available for at least five years.
Shareholders rights at the General Meeting
Spinnova has one series of shares and each share carries one vote at the General Meeting of Shareholders. At the General Meeting, all shareholders have the right to ask questions and propose resolutions on matters under consideration.
A shareholder has the right to participate in the Annual General Meeting if they have been entered as a shareholder in the Company’s shareholder register eight business days prior to the Annual General Meeting and if they have notified the Company of their participation in the manner set out in the notice. The holder of nominee-registered shares also acquires the right to participate in the Annual General Meeting by temporarily registering in the Company’s shareholder register.
Procedure applied in the preparation of the proposal for the composition of the Board of Directors
The Shareholders’ Nomination Board (the “Nomination Board”) of Spinnova was established by the 2021 Annual General Meeting, and it is the company’s shareholders’ body responsible for preparing proposals to upcoming Annual General Meetings and, where necessary, to any Extraordinary General Meetings, concerning the election and remuneration of the members of the Board of Directors and the remuneration of Board committee members. In preparing their proposal, the Nomination Board shall seek to ensure that the Board of Directors and its members have a sufficient level of knowledge and experience that corresponds to the needs of the company.
The Annual General Meeting decides on the election of the members of the Board of Directors and their remuneration.