Spinnovagroup

Notice to the General Meeting of Spinnova Plc

SPINNOVA PLC COMPANY RELEASE 25 March, 2022 AT 8.50 a.m. EET

Notice is given to the shareholders of Spinnova Plc (the “Company“) to participate in the Annual General Meeting to be held on Thursday May 5, 2022 at 16.00 (EEST) at Töölönlahdenkatu 2, 00100 Helsinki. In order to prevent the spread of the Covid-19 pandemic and to prepare for unpredictable changes in the pandemic situation, the Annual General Meeting will be held without shareholders’ and their proxy representatives’ presence at the meeting venue. Shareholders of the Company and their proxy representatives may participate in the meeting and exercise shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. Instructions for shareholders are presented in this notice under section C “Instructions for the participants in the Annual General Meeting”.

The Board of Directors of the Company has decided on the exceptional procedure for the meeting based on the temporary legislative act (375/2021) to limit the spread of the Covid-19 pandemic. The Company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company‘s shareholders, personnel and other stakeholders.

Shareholders who have registered for the Annual General Meeting, will be able to follow the meeting and the CEO’s review via a live webcast. Further instructions can be found in this Notice under section C “Instructions for the participants in the Annual General Meeting”. Shareholders following the meeting in this manner are not considered to participate in the meeting and will thus not be able to inter alia ask questions or vote during the meeting.

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

The Chair of the General Meeting will be Seppo Kymäläinen, attorney-at-law. In case Seppo Kymäläinen would not be able to act as the Chair of the General Meeting for a weighty reason, the Board of Directors will name another person it deems most suitable to act as the Chair.

3. Election of the person to scrutinize the minutes and to verify the counting of votes

The person to scrutinize the minutes and to verify the counting of votes will be Company’s General Counsel Lasse Holopainen. In case Lasse Holopainen would not be able to act as the person to scrutinize the minutes and to verify the counting of votes for a weighty reason, the Board of Directors will name another person it deems most suitable to act in that role.

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

The shareholders who have voted in advance within the advance voting period and who have the right to participate in the meeting pursuant to Chapter 5 Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have been represented at the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Oy.

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 2021

As participation in the General Meeting is possible only in advance, the Annual Report to be published by the Company latest on April 8, 2022, including the Company’s annual accounts, the consolidated annual accounts, the report of the Board of Directors and the auditor’s report, which will be available on the Company‘s website spinnovagroup.com/agm-2022/ after publication, will be deemed to have been presented to the General Meeting.

7. Adoption of the annual accounts and consolidated annual accounts

The Board of Directors proposes that the General Meeting adopt the annual accounts and the 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 to the Annual General Meeting that no dividend be distributed on the basis of the balance sheet to be adopted for the financial year January 1, 2021 – December 31, 2021, and that the loss from 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 January 1, 2021 – December 31, 2021

10. Handling of the Remuneration Report

As participation in the General Meeting is possible only in advance, the Remuneration Report presenting the remuneration of the governing bodies in the financial year 2021, to be published by the Company latest on April 8, 2022 will be deemed to have been presented to the General Meeting. The Report will be available on the Company’s website spinnovagroup.com/agm-2022/ after publication. The resolution of the General Meeting concerning the approval of the Remuneration Report is advisory.

11. Handling of the Remuneration Policy

As participation in the General Meeting is possible only in advance, the Remuneration Policy for governing bodies, to be published by the Company latest on April 8, 2022 will be deemed to have been presented to the General Meeting. The Remuneration Policy will be available on the Company’s website spinnovagroup.com/agm-2022/ after publication. The resolution of the General Meeting concerning the approval of the Remuneration Policy is advisory.

12. 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 for each Board Member. No separate meeting fees or committee member fees would be paid. In addition, the Nomination Board proposes the granting of option rights to Board member nominee Sari Pohjonen as set out in item 15, subject to her being elected a member of the Board of Directors.

13. 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 ending at the close of the Annual General Meeting 2023 be eight (8).

14. Election of members of the Board of Directors

The Shareholders’ Nomination Board proposes to the General Meeting that

Ilkka Kivimäki has indicated that he plans to step down from his role as Board member after the Annual General Meeting 2022.

All candidates have given their consent to the serving on the Board.

Regarding the selection procedure for the members of the Board of Directors, the Shareholders’ Nomination Board recommends that shareholders consider the proposal as a whole at the Annual General Meeting. This recommendation is based on the fact that the Shareholders’ Nomination Board is responsible for making sure that the proposed Board of Directors has the best possible expertise and experience to steer the company and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.

The Nomination Board notes that all proposed Board members are independent of the company, with the exception of Juha Salmela and Janne Poranen, due to their employment or service relationship with the company. The proposed Board members are all independent of the company’s significant shareholders with the exception of Vinicius Nonino, who is not considered independent due to his employment with Spinnova’s significant shareholder Suzano. Spinnova’s definition of Board members’ independence complies with the Finnish Corporate Governance Code (2020).

15. Authorizing the Board of Directors to decide on the issuance of option rights to a Board member

The Shareholders’ Nomination Board proposes to the General Meeting that, subject to Sari Pohjonen being elected as a board member, the General Meeting would authorize the Board of Directors to grant option rights entitling Sari Pohjonen to subscribe for a maximum of 40 000 shares in the Company. The subscription price for the shares would be the volume-weighted average price of the company share for the previous thirty days prior to the allocation of such options. The Board of Directors would be authorized to decide on the other specific terms of such option issue.

The authorization is effective until 30 June 2023.

16. Resolution on the remuneration of the auditor

Based on the proposal 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.

17. Election of auditor

Based on the proposal 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 end of the next Annual General Meeting. PricewaterhouseCoopers Ltd has notified that Mr. Markku Launis, APA, would act as the principally responsible auditor.

The authorization is effective until June 30, 2023.

18. 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 Policy, 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 website spinnovagroup.com/agm-2022/ latest April 8, 2022. The minutes of the General Meeting will be available on the above-mentioned website latest on May 19, 2022.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

In order to prevent the spread of the Covid-19 pandemic and to prepare for unpredictable changes in the pandemic situation, the General Meeting will be organized so that the shareholders and their proxies are not allowed to be present at the General Meeting venue. Shareholders and their proxies can participate in the General Meeting and use their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance in the manner instructed below.

Shareholders who have registered for the Annual General Meeting, will be able to follow the meeting via a live webcast. Shareholders or their proxies following the meeting in this manner are not considered to participate in the General Meeting. The list of votes and voting results of the General Meeting will be determined solely on the basis of the advance voting. A video link and password to follow the meeting via the live webcast will be sent by email and as a text message to the email address and mobile phone number provided in connection with the registration. Following the meeting via the webcast will be possible only for shareholders who are registered as such on the record date of the General Meeting.

1. Shareholders registered in the shareholders’ register

Each shareholder who is registered on the record date of the General Meeting, Monday April 25, 2022, in the shareholders’ register of the Company kept by Euroclear Finland Ltd is entitled to participate in the General Meeting. A shareholder whose shares are registered on his/her Finnish book-entry account is registered in the shareholders’ register of the Company. Shareholders cannot participate in the General Meeting by any other means than voting in advance in the manner instructed below as well as by submitting counterproposals and asking questions in advance.

2. Registration and advance voting

Registration to the General Meeting and advance voting will begin on April 15, 2022 at 10.00 a.m. following the deadline for submitting counterproposals. A shareholder with a Finnish book-entry account, who wishes to participate in the General Meeting, must register for the General Meeting and vote in advance no later than by April 28, 2022 at 4.00 p.m. by which time the registration and votes need to have been received.

When registering, requested information such as the name, date of birth and contact information of the shareholder must be provided. The personal data given by the shareholder to Spinnova Plc or Innovatics Oy will be used only in connection with the General Meeting and with the processing of related registrations.

A shareholder whose shareholding is registered on their Finnish book-entry account may register and vote in advance on certain items on the agenda of the General Meeting from 10.00 a.m. on April 15, 2022 until 4.00 p.m. on April 28, 2022 by the following means:

  1. through the website at spinnovagroup.com/agm-2022/

Electronic registration and advance voting require 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.

  1. by mail or email

A shareholder may alternatively send the advance voting form available on the Company’s website or corresponding information to Innovatics Oy by letter to Innovatics Oy, Yhtiökokous/Spinnova Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email at agm@innovatics.fi. The advance voting form will be available on the company’s website latest on April 15, 2022.

If a shareholder participates in the General Meeting by sending votes in advance to Innovatics Oy prior to the expiry of the registration and advance voting period, this constitutes registration for the General Meeting, if the shareholder simultaneously provides the information required for registration mentioned above.

Instructions relating to the advance voting may be found on the Company’s website at spinnovagroup.com/agm-2022/. Further information concerning registration for the meeting and advance voting is available by telephone during the registration period of the 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.

3. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and use his/her rights by proxy representative. The proxy representative of a shareholder may participate in the General Meeting only by voting in advance on behalf of the shareholder in the manner instructed above and making counterproposals and presenting questions in advance.

If the proxy representative registers and votes in advance electronically, the representative must identify himself/herself with the electronic registration service and advance voting by strong electronic identification, after which he or she will be able to register and vote in advance on behalf of the shareholder he/she represents. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. The right of representation can also be demonstrated by utilizing the suomi.fi authorization service available in the electronic registration service. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration to the General Meeting.

Possible proxy authorization documents shall be delivered primarily as an attachment in connection with the electronic registration and advance voting or alternatively by mail to Innovatics Oy at the address Innovatics Oy, Yhtiökokous/Spinnova Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email to agm@innovatics.fi before the end of the registration and advance voting period, by which time the documents must be received.

Only delivering proxy authorization documents to the Company or Innovatics Oy does not result in the shareholder’s advance votes being taken into account. The successful registration of the shareholder’s advance votes also requires that the proxy representative votes in advance on behalf of the shareholder in the manner set out in this notice.

4. 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 Monday April 25, 2022, would be entitled to be registered in the Register of Shareholders of the Company held 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 registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by Monday May 2, 2022 by 10.00 a.m. As regards nominee-registered shares this constitutes due registration for the General Meeting.

A holder of nominee-registered shares is advised to request without delay necessary instructions regarding the temporary registration in the Register of Shareholders of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. The account management organization of the custodian bank shall temporarily register a holder of nominee-registered shares into the Register of Shareholders of the Company at the latest by the time stated above. In addition, the account management organization of the custodian bank shall arrange advance voting on behalf of a nominee-registered shareholder within the registration period applicable to nominee-registered shares.

5. Other instructions and information

Shareholders who hold at least one hundredth of all the shares in the Company have a right to make a counterproposal concerning the items on the agenda of the General Meeting to be placed for a vote. Such counterproposals are required to be sent to the Company by email to ir@spinnova.fi no later than by April 14, 2022 at 12.00 noon. In connection with making a counterproposal, shareholders are required to provide adequate evidence of shareholding. The counterproposal will be placed for a vote subject to the shareholder having the right to participate in the General Meeting and that the shareholder holds at least one hundredth of all shares in the Company on the record date of the General Meeting. Should the counterproposal not be placed for a vote at the General Meeting, advance votes in favor of the proposal will not be taken into account. The Company will publish possible counterproposals to be put to a vote on the Company‘s website spinnovagroup.com/agm-2022/ by no later than April 15, 2022.

A shareholder has the right to ask questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act with respect to the matters to be considered at the General Meeting. Such questions must be sent in connection with the electronic registration and advance voting or by email to ir@spinnova.fi no later than April 22, 2022 at 10.00 a.m. Such questions from shareholders, the Company’s management’s answers to them, and any counterproposals that have not been placed for a vote are available on the Company’s website spinnovagroup.com/agm-2022/ on April 26, 2022 at the latest. In connection with asking questions and making counterproposals, shareholders are required to provide adequate evidence of shareholding.

Information on the General Meeting required by the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the Company’s website spinnovagroup.com/agm-2022/.

On the date of this notice, March 25, 2022, the total number of shares in Spinnova Plc and votes represented by such shares is 51,304,205. On the date of this notice the Company does not hold any of its own shares.

Changes in the number of shares held after the record date of the General Meeting shall not have an effect on the right to participate in the General Meeting nor on the number of votes held by a shareholder in the General Meeting.

Jyväskylä, 25 March, 2022

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