Notice to the Annual General Meeting 2023 of Spinnova Plc
SPINNOVA PLC, COMPANY RELEASE, 30 MARCH 2023 AT 3.30 P.M. EEST
Notice to the Annual General Meeting 2023 of Spinnova Plc
Notice is given to the shareholders of Spinnova Plc ("Spinnova" or the “Company“) to participate in the Annual General Meeting to be held on Thursday 4 May 2023 at 2.00 p.m. (EEST) at Sanomatalo, Töölönlahdenkatu 2, FI-00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets at the meeting venue will commence at 1.30 p.m. (EEST).
Shareholders can exercise their right to vote also by voting in advance. Instructions for voting in advance can be found in section C. Instructions for the participants of the Annual General Meeting of this notice to the Annual General Meeting.
The Company will arrange for shareholders who have registered for the General Meeting a possibility to follow the meeting via webcast. Shareholders who follow the meeting in this manner shall not be considered to participate in the General Meeting, nor may such shareholders exercise their shareholder rights via the webcast. More detailed instructions can be found in Section C. Instructions for the participants of the Annual General Meeting, and on the Company's website at https://spinnovagroup.com/agm-2023/.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the person to scrutinize the minutes and to verify the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts and consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2022
Review by the Chief Executive Officer. A recording of the review by the Chief Executive Officer will be available after the General Meeting on the Company's website at https://spinnovagroup.com/agm-2023/.
Spinnova's Annual Report, which includes the annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditor’s report, will be available on the Company's website at https://spinnovagroup.com/agm-2023/ as of Wednesday 5 April 2023.
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet and on the distribution of dividend
The Board of Directors proposes that no dividend be distributed on the basis of the balance sheet to be adopted for the financial year ended 31 December 2022, and that the loss for the financial year be recorded in the Company’s retained earnings.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year ended 31 December 2022
10. Presentation and adoption of the Remuneration Report
The Remuneration Report is available on the Company's website at https://spinnovagroup.com/agm-2023/ as of Wednesday 5 April 2023.
The resolution of the General Meeting concerning the approval of the Remuneration Report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholder’s Nomination Board proposes to the General Meeting that the remuneration of the Board of Directors would be a fixed monthly fee of EUR 2 000. No separate meeting fees or committee member fees would be paid.
12. Resolution on the number of members of the Board of Directors
The Shareholder’s Nomination Board proposes to the General Meeting that the number of members of the Board of Directors for the term of office ending at the close of the Annual General Meeting 2024 be seven (7).
13. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes that the following persons be re-elected as members of the Board of Directors for a term of office ending at the close of the Annual General Meeting 2024: Janne Poranen, Harri Sundvik, Hanna Liiri and Juha Salmela. The Shareholders' Nomination Board further proposes that Julio Ramundo, Kirsi Sormunen and Petri Kalliokoski are elected as new Board members.
All candidates have given their consent to the election. The Nomination Board notes that all proposed Board members are independent of the company, except for Janne Poranen and Juha Salmela, due to their employment relationship with the company as well as Julio Ramundo, due to him belonging to the operative management of Suzano S.A., which has a close cooperation relationship with Spinnova. All of the proposed Board members who are independent of the company are also independent of the company’s significant shareholders.
More information on the candidates is available on the Company's website at https://spinnovagroup.com/agm-2023/ and https://spinnovagroup.com/board-of-directors/.
14. Resolution on the remuneration of the auditor
Based on the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes that the remuneration for the auditor to be elected will be paid against the auditor’s reasonable invoice.
15. Election of auditor
Based on the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes that PricewaterhouseCoopers Ltd, Authorized Public Accountants, be re-elected auditor of the Company for a term of office ending at the close of the next Annual General Meeting. PricewaterhouseCoopers Ltd has notified that Mr. Markku Launis, APA, would act as the principally responsible auditor.
16. Authorizing the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to resolve on the issuance of shares and special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Companies Act as follows.
The total number of shares that may be issued under the authorization for purposes other than incentive schemes may not exceed 5 150 000 shares, which corresponds to approximately 10% of all shares in the Company. In addition, a maximum of 800 000 shares, corresponding to approximately 1.6% of the total number of shares in the Company, may be issued for the purposes of incentive schemes. Shares may be issued directly or via special rights.
The Board of Directors resolves upon all terms and conditions of the share issue and of the issuance of special rights entitling to shares. The authorization covers both the issuance of new shares and the transfer of treasury shares. Shares and special rights may be issued without payment or at a subscription price determined by the Board of Directors. The issuance of shares and special rights entitling to shares referred to in chapter 10, section 1 of the Finnish Companies Act may, subject to the conditions set out in the Finnish Companies Act, be made in derogation of the shareholders' pre-emptive subscription rights (directed issue).
The authorization cancels the authorizations granted by the General Meeting in May 2021 to resolve on the issuance of shares and special rights entitling to shares. The authorization is valid until 30 June 2024.
17. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above-mentioned proposals for the resolutions on the matters on the agenda of the General Meeting, this notice, the Remuneration Report and the Annual Report of Spinnova Plc, which includes the Company’s annual accounts, the consolidated annual accounts, the annual report of the Board of Directors and the auditor’s report are available on the Company's website https://spinnovagroup.com/agm-2023/ on 5 April 2023 at the latest. The proposals for decisions and the other above-mentioned documents will also be available at the General Meeting. The minutes of the General Meeting will be available on the above-mentioned website on 18 May 2023 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on the record date of the General Meeting, Friday 21 April 2023, in the shareholders’ register of the Company maintained by Euroclear Finland Oy, has the right to participate in the General Meeting. Shareholders whose shares are registered on their personal Finnish book-entry account or equity savings account are registered in the Company's shareholders’ register.
Registration for the General Meeting will begin on Friday 31 March 2023 at 10.00 a.m. (EEST). A shareholder who is registered in the shareholders’ register of the Company and who wants to participate in the General Meeting must register for the General Meeting no later than 26 April 2023 by 4.00 p.m. (EEST) by which time the registration needs to be received.
In connection with the registration, requested information must be provided, such as the name, date of birth business ID, address, telephone number and email address of the shareholder, and the name of a possible assistant or proxy representative or legal representative as well as the date of birth of the proxy representative or legal representative. The personal data given to the Company or Innovatics Ltd is used only in connection with the General Meeting and with the processing of related necessary registrations.
Registration for the General Meeting can be made from 10.00 a.m. (EEST) on 31 March 2023, until 4.00 p.m. (EEST) on 26 April 2023, by the following means:
- through the website at https://spinnovagroup.com/agm-2023/
Electronic registration requires strong electronic identification of the shareholder or his / her legal representative or proxy representative with Finnish or Swedish personal banking IDs or a mobile certificate.
- by mail or email
Shareholders may send their registration to Innovatics Ltd by mail to Innovatics Ltd, Yhtiökokous/Spinnova Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email at agm@innovatics.fi.
Shareholders, their authorized representatives or proxy representatives shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.
Further information on the registration for the meeting is available by telephone during the registration period of the Annual General Meeting at +358 10 2818 909 from Monday to Friday at 9.00 a.m. to 12.00 noon and 1.00 p.m. to 4.00 p.m. (EEST).
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting Friday 21 April 2023, would be entitled to be registered in the shareholders' register of the Company maintained by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders’ register maintained by Euroclear Finland Oy by 10.00 a.m. (EEST) on Friday 28 April 2023 at the latest. As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder at the General Meeting.
Holders of nominee-registered shares are advised to request well in advance the necessary instructions from their custodian regarding the temporary registration in the shareholders’ register, the issuing of proxy authorization documents and voting instructions as well as registration for the General Meeting. The account manager of the custodian shall temporarily register a holder of nominee-registered shares who wants to participate in the General Meeting into the shareholders’ register of the Company by the time stated above at the latest and, as needed, arrange advance voting on behalf of the holders of nominee-registered shares by the end of the above registration period, i.e. by 10.00 a.m. (EEST) on 28 April 2023.
For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the General Meeting on the Company’s website, but they must be registered by their custodians instead.
Further information is available on the Company's website at https://spinnovagroup.com/agm-2023/.
3. Proxy representatives and powers of attorney
Shareholders may participate in the General Meeting and exercise their rights at the meeting also by way of proxy representation. A proxy representative of a shareholder may also vote in advance in the manner instructed in this notice. Proxy representatives must present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the General Meeting. A template proxy authorization document is available on the Company’s website at https://spinnovagroup.com/agm-2023/. If proxy representatives register electronically, they must identify themselves personally through strong electronic authentication in the electronic registration service, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.
Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy authorization documents are requested to be delivered primarily in connection with the electronic registration as attachments or alternatively by email to agm@innovatics.fi or as originals by regular mail to Innovatics Oy, AGM/Spinnova Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, before the last date for the registration to the General Meeting, by which time the proxy authorization documents must be received. In addition to delivering proxy authorization documents, shareholders or their proxy representatives must also register for the General Meeting and, as needed, vote in advance as instructed in this notice.
Shareholders who are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic “Representation at the General Meeting”). When registering for the General Meeting in the general meeting service, authorized representatives shall identify themselves with strong electronic authentication. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
4. Advance voting
Shareholders whose shares are registered on their Finnish book-entry account (including equity savings account) may vote in advance on certain agenda items of the General Meeting during the period between 31 March 2023 at 10.00 a.m. (EEST) and 26 April 2023 at 4.00 p.m. (EEST) by the following means:
- at the Annual General Meeting website at https://spinnovagroup.com/agm-2023/
Electronic voting in advance requires strong electronic identification of the shareholder or the shareholder’s proxy representative or legal representative with a Finnish or Swedish bank ID or mobile certificate.
- by email or mail
Alternatively, shareholders may send the advance voting form available on the Company’s website as of 31 March 2023 10.00 a.m. (EEST) or corresponding information to Innovatics Ltd by email to agm@innovatics.fi or by mail to Innovatics Ltd, AGM/Spinnova Oyj, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. Advance votes must be received by the end of the advance voting period. Submitting advance votes in this manner before the end of registration and advance voting period is considered due registration for the General Meeting, provided they contain the information required for registration, as mentioned above in section C.1.
Shareholders who have voted in advance and who wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose resolutions, the right to demand a vote at the General Meeting or to vote on any other proposals made at the meeting, must attend the General Meeting at the meeting venue by themselves or by way of proxy representation.
For holders of nominee-registered shares, advance voting takes place through the account manager. The account manager can vote in advance on behalf of the nominee-registered shareholders they represent in accordance with the voting instructions provided by them during the registration period set for the holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting. The terms and conditions and other instructions for the electronic advance voting will also be available on the Company’s website at https://spinnovagroup.com/agm-2023/ at no later than 31 March 2023.
5. Other instructions and information
The meeting language of the General Meeting will be Finnish.
A shareholder present at the General Meeting has the right to ask questions about the matters discussed at the meeting in accordance with chapter 5, section 25 of the Finnish Companies Act.
Information on the General Meeting required by the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company’s website at https://spinnovagroup.com/agm-2023/.
On the date of this notice, 30 March 2023, the total number of shares in Spinnova Plc and votes represented by such shares is 51 564 035. On the date of this notice, the Company does not hold any of its own shares.
Changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder at the General Meeting.
Shareholders have the possibility to follow the meeting via a webcast. Following the meeting via the webcast requires registration for the General Meeting in accordance with section C.1 of this notice through the electronic registration service or by email. The video connection link and password to follow the meeting via the live webcast will be sent by email and/or text message to the email address and/or mobile phone number provided in connection with the registration on the day before the General Meeting.
Following the meeting via the live webcast is only possible for shareholders who are registered in the Company's shareholders’ register maintained by Euroclear Finland Oy on the record date of the General Meeting and who have registered for the meeting within the registration period. Shareholders should note that merely following the meeting via webcast does not constitute participation in the General Meeting and does not enable the exercise of shareholder rights at the General Meeting. Shareholders wishing to follow the webcast may exercise their voting rights by voting in advance on the items on the agenda in accordance with the instructions set out above.
30 March 2023
Spinnova Plc
Board of Directors
Further information:
Lasse Holopainen
General Counsel
Spinnova Plc
lasse.holopainen@spinnova.fi
Tel. +358 40 912 3972
Certified advisor:
Aktia Alexander Corporate Finance Oy
+358 50 520 4098
Distribution:
Nasdaq Helsinki
Key media
SPINNOVA – Sustainable textile materials, naturally
Spinnova transforms the way textiles are manufactured globally. Based in Finland, Spinnova has developed breakthrough technology for making textile fibre out of wood or waste, such as leather, textile or agricultural waste, without harmful chemicals.
The patented SPINNOVA® fibre creates zero waste and side streams or microplastics, and its CO2 emissions and water use are minimal. SPINNOVA® materials are quickly biodegradable and circular. Spinnova is committed to using only sustainable raw materials such as FSC certified wood and waste. SPINNOVA® fibre is produced without harmful or complex chemical processes, and has the touch and feel of natural fibres such as cotton and linen.
Spinnova has received awards from e.g. the Fast Company, ISPO, Scandinavian Outdoor, ANDAM, Monocle and Marie Claire UK.
Spinnova’s shares (SPINN) are listed on the Nasdaq Helsinki First North Growth Market.
SPINNOVA® home: www.spinnova.com
Corporate & IR site: www.spinnovagroup.com