Notice to the Extraordinary General Meeting of Spinnova Plc

The General Meeting is held without a meeting venue via real-time remote access as a virtual meeting in accordance with Section 10 of the Company’s Articles of Association and Chapter 5, Section 16 (3) of the Finnish Limited Liability Companies Act. Instructions for participation are set out in Section C of this notice to the General Meeting.

Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Section C. Instructions for the participants in the General Meeting of this notice to the Extraordinary General Meeting.

More detailed instructions can be found in Section C. Instructions for the participants in the General Meeting, and on the Company’s website at https://spinnovagroup.com/egm-2026/

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The General Meeting will discuss the following matters:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of the person to scrutinise 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. Resolution on the dual listing of the shares

The Company has, by company releases published on 13 August 2026 and 27 August 2026, announced that the Company is planning a U.S. initial public offering and dual listing on Nasdaq Capital Market (the “Listing”). The targeted gross proceeds to be raised through the offering would preliminarily be at least USD 15 million (approximately EUR 13 million).

Subject to completion of the offering, the Company currently intends to use the net proceeds to support the ramp-up of its Eteläportti demo facility, advance commercialisation of its technology, and for general corporate purposes. The Company currently expects the Offering to take place during September or October 2026, although the timing remains subject to market and other conditions and may change or may not occur at all.

The Listing is described in more detail in the aforementioned company releases.

The Board of Directors proposes to the General Meeting that the Extraordinary General Meeting resolves to approve the Listing.

7. Authorising the Board of Directors to resolve on a share issue in connection with the Listing

The Board of Directors proposes to the General Meeting that the Board of Directors be authorised to resolve on a share issue (the “Share Issue”) in connection with the implementation of the Listing as follows.

The total number of shares that may be issued under the authorisation may not exceed 45,900,000 shares, which corresponds to approximately 87.7 percent of the current total number of all shares in the Company.

The Board of Directors resolves upon all terms and conditions of the Share Issue. The authorisation covers both the issuance of new shares and the transfer of treasury shares. The Share Issue may be carried out without payment or at a subscription price determined by the Board of Directors. The Share Issue may, subject to the conditions set out in the Finnish Limited Liability Companies Act, be made in deviation from the shareholders’ pre-emptive subscription rights (directed issue). Under the authorisation, the Board of Directors may resolve on a share issue without payment to the Company itself.

The authorisation also includes the right to resolve on whether the subscription price for the shares is recorded in full or in part in the reserve for invested unrestricted equity or as an increase in the share capital.

The authorisation does not cancel the authorisation granted by the General Meeting in April 2026 to resolve on the issuance of shares and special rights entitling to shares. The authorisation is valid until 28 February 2027.

8. Election of a new auditor

Based on the recommendation of the Audit Committee, the Board of Directors proposes to the Extraordinary General Meeting that the General Meeting resolves to elect audit firm BDO Ltd as the Company’s new statutory auditor for a term of office ending at the close of the next Annual General Meeting. BDO Ltd has informed that Joonas Selenius, APA, ASA, would act as the auditor with principal responsibility.

As a result of this resolution, the term of office of the previous auditor, audit firm PricewaterhouseCoopers Oy, will end pursuant to Chapter 2, Section 9 (1) of the Auditing Act (1141/2015) upon the new audit firm commencing as the Company’s auditor.

9. Resolution on the remuneration of the auditor

The Board of Directors proposes to the General Meeting that the remuneration for the auditor will be paid against the auditor’s reasonable invoice.

10. Amendments to the authorisation of the Board of Directors

The Company’s Annual General Meeting held on 15 April 2026 resolved to authorise the Board of Directors to resolve on the issuance of shares and special rights entitling to shares.

Under the authorisation concerning the issuance of shares and special rights entitling to shares, the Board of Directors has the right to resolve on the issuance of a maximum of 5,220,000 shares, which corresponds to approximately 10 percent of the total number of shares in the Company on the date of this notice.

The Board of Directors of the Company proposes to the Extraordinary General Meeting that the General Meeting resolves to amend the authorisation resolved by the Annual General Meeting as follows.

The Board of Directors proposes to the General Meeting that the Board of Directors be authorised to resolve on a share issue and on the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act as follows.

The total number of shares that may be issued under the authorisation may not exceed 9,822,000 shares, which corresponds to approximately 10 percent of the total number of all shares in the Company, if the Share Issue were to be implemented in accordance with the proposed maximum amount.

The Board of Directors resolves upon all terms and conditions of the share issue and the issuance of special rights entitling to shares. The authorisation covers both the issuance of new shares and the transfer of treasury shares. The issuance of shares and special rights may be carried out without payment or at a subscription price determined by the Board of Directors. The share issue and the issuance of special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act may, subject to the conditions set out in the Finnish Limited Liability Companies Act, be made in deviation from the shareholders’ pre-emptive subscription rights (directed issue). Under the authorisation, the Board of Directors may resolve on a share issue without payment to the Company itself. The authorisation may be used, for example, to implement share-based incentive schemes and also to finance or implement acquisitions or arrangements (including for payment of share-based or special rights-based remuneration or advisory fees related to the Listing referred to in item 6 above), to strengthen the Company’s balance sheet and financial position, or for other purposes determined by the Board of Directors.

The authorisation is valid until 30 June 2027. The amendment of the authorisation does not cancel the authorisation concerning the Share Issue proposed in item 7 above.

11. Closing of the meeting

B. DOCUMENTS OF THE GENERAL MEETING

This notice, which includes the above-mentioned proposals for the resolutions on the matters on the agenda of the General Meeting, the Board of Directors’ report on events with an essential effect on the state of the Company that have occurred after the preparation of the financial statements, and Spinnova’s Annual Report, which includes the Report of the Board of Directors, the Corporate Governance Statement, the Remuneration Report, the financial statements for the year 2025 (which includes the annual accounts, the consolidated annual accounts and the auditor’s report) and the Sustainability Report (unaudited), are available on the Company’s website at https://spinnovagroup.com/egm-2026/.

The minutes of the General Meeting will be available on the above-mentioned website on 12 October 2026 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, 16 September 2026, in the shareholders’ register of the Company maintained by Euroclear Nordics Ltd, 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 7 September 2026 at 10:00 a.m. (Finnish time). 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 by 4:00 p.m. (Finnish time) on 21 September 2026, by which time the registration must be received.

In connection with the registration, requested information must be provided, such as the name, date of birth or business ID, address, telephone number, and email address of the shareholder, and the name of a possible assistant, proxy representative or legal representative and the proxy’s or legal representative’s date of birth, telephone number and email address. Any 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. (Finnish time) on 7 September 2026, until 4:00 p.m. (Finnish time) on 21 September 2026, by the following means:

a. through the Company’s website at https://spinnovagroup.com/egm-2026/
Electronic registration requires strong electronic identification of the shareholder or his / her assistant, proxy representative, or legal representative with Finnish, Swedish, or Danish personal banking credentials or a mobile certificate.

b. by mail or email
Shareholders may send their registration to Innovatics Ltd by mail to Innovatics Ltd, General Meeting/Spinnova Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email at egm@innovatics.fi. Shareholders registering by mail or email shall submit the registration form and advance voting form available on the Company’s website https://spinnovagroup.com/egm-2026/ or equivalent information.

Further information on the registration for the meeting is available by telephone during the registration period of the General Meeting at +358 10 2818 909 on workdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m. (Finnish time).

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 16 September 2026, would be entitled to be registered in the shareholders’ register of the Company maintained by Euroclear Nordics Ltd. 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 Nordics Ltd by 10:00 a.m. (Finnish time) on 23 September 2026, 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 authorisation 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. (Finnish time) on 23 September 2026.

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.

A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the Company’s shareholders’ register, the real-time participation in the meeting requires the submission of the shareholder’s e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation by regular mail to Innovatics Ltd, General Meeting/Spinnova Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to egm@innovatics.fi before the end of the registration period for the holders of nominee registered shares, so that the shareholder can be sent a participation link and password to participate in the meeting. If a holder of nominee-registered shares has authorised their custodian to cast advance votes on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the General Meeting, unless the holder of nominee-registered shares votes otherwise during the General Meeting.

Further information is available on the Company’s website at https://spinnovagroup.com/egm-2026/.

3. Proxy representatives and powers of attorney

Shareholder may participate in and exercise its rights at the General 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 representative must present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder in the General Meeting. A template proxy authorisation document is available on the Company’s website at https://spinnovagroup.com/egm-2026/.

If proxy representative register electronically, he/she must identify himself/herself personally through strong electronic authentication in the electronic registration service, after which he/she can register on behalf of the shareholder he/she represents. 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 authorisation documents are requested to be delivered primarily in connection with the electronic registration as attachments or alternatively by email to egm@innovatics.fi or as originals by regular mail to Innovatics Ltd, General Meeting/Spinnova Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, before the end of the registration period, by which time the proxy authorisation documents must be received. In addition to delivering proxy authorisation documents, shareholder or its proxy representative must also register for the General Meeting and as needed, vote in advance as instructed in this notice.

Shareholders may also, as an alternative to traditional proxy authorisation documents, use the electronic Suomi.fi authorisation service for authorising their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic “Representation at the General Meeting”). When registering for the General Meeting in the general meeting service, authorised representatives shall identify with strong electronic authentication, after which the electronic mandate is automatically verified. 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. Participation instructions

Shareholders entitled to attend the General Meeting will participate in the meeting and exercise their rights during the meeting fully and in real time via remote access.

Remote access to the General Meeting will be provided through Inderes Oyj general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you wish to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.

The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting. Thus, shareholders who have voted in advance can also participate in the General Meeting remotely via telecommunication if they wish. The votes cast by advance voters will be taken into account in the decision of the General Meeting, regardless of whether they participate in the General Meeting remotely or not. If they participate remotely, they will be able to change their advance votes during the meeting if they so wish, should a vote take place.

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that you read the detailed participation instructions before the meeting.

5. 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 7 September 2026 at 10:00 a.m. (Finnish time) and 21 September 2026 at 4:00 p.m. (Finnish time) by the following means:

a. at the Company’s website at https://spinnovagroup.com/egm-2026/
Electronic voting in advance requires strong electronic identification of the shareholder or the shareholder’s proxy representative or legal representative with Finnish, Swedish, or Danish personal banking credentials or a mobile certificate.

b. by email or mail
Alternatively, shareholders may send the advance voting form available on the Company’s website as of 10:00 a.m. (Finnish time) on 7 September 2026 or corresponding information to Innovatics Ltd by email to egm@innovatics.fi or by mail to Innovatics Ltd, General Meeting/Spinnova Plc, 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 via remote access by themselves or by way of proxy representation.

For holders of nominee-registered shares, the 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/egm-2026/ no later than 7 September 2026.

6. Other instructions and information

The meeting language of the General Meeting will be Finnish, but some of the presentations may be held in English.

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 Limited Liability Companies Act.

Information on the General Meeting required by the Finnish Companies Act and the Finnish Securities Market Act is available on the Company’s website at https://spinnovagroup.com/egm-2026/.

On the date of this notice, 4 September 2026, the total number of shares in Spinnova Plc and votes represented by such shares is 52,316,989. 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.

In Jyväskylä, 4 September 2026

Spinnova Plc
Board of Directors

Further information:
Johanna Valkama
General Counsel
Spinnova Plc
johanna.valkama@spinnova.fi
Tel. +358 20 703 2430

Certified advisor:
Aktia Alexander Corporate Finance Oy
+358 50 520 4098

Distribution:
Nasdaq Helsinki
Key media