Resolutions of Spinnova Plc’s Annual General Meeting 2023 and the constitutive meeting of the Board of Directors
SPINNOVA PLC, COMPANY RELEASE, 4 MAY 2023 AT 5:15 P.M. EEST
Resolutions of Spinnova Plc’s Annual General Meeting 2023 and the constitutive meeting of the Board of Directors
Spinnova Plc’s Annual General Meeting was held on 4 May 2023 at 2.00 p.m. EET at Sanomatalo, Töölönlahdenkatu 2, FI-00100 Helsinki, Finland.
The Annual General Meeting approved the financial statements for 2022, discharged the members of the Board of Directors and the CEO from liability for the financial year 2022 and approved the Company’s Renumeration Report for governing bodies.
Resolution on the use of the profit shown on the balance sheet and on the distribution of dividend
Annual General Meeting resolved that no dividend be distributed on the basis of the balance sheet to be adopted for the financial year 1 January 2022– 31 December 2022, and that the loss from the financial year be recorded in the Company’s retained earnings.
Resolution on the remuneration of the members of the Board of Directors
Annual General Meeting resolved 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 is to be paid.
Members of the Board of Directors
Annual General Meeting resolved that the number of members of the Board of Directors for the term ending at the close of the Annual General Meeting 2024 is seven (7).
Janne Poranen, Hanna Liiri, Juha Salmela and Harri Sundvik were re-elected as members of the Board of Directors, and Petri Kalliokoski, Julio Ramundo and Kirsi Sormunen were elected as new members of the Board of Directors.
The Board members are independent of the company, with the exception of Janne Poranen and Juha Salmela, due to their employment or service 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. Spinnova’s definition of Board members’ independence complies with the Finnish Corporate Governance Code (2020).
Election and the remuneration of the auditor
Annual General Meeting re-elected PricewaterhouseCoopers Ltd, Authorized Public Accountants, as the 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, acts as the principally responsible auditor. The remuneration for the auditor will be paid against the auditor’s reasonable invoice.
Authorizing of the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The annual general meeting authorized to resolve on the issuance of shares and special rights entitling to shares. 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 percent of all shares in the Company. In addition, a maximum of 800 000 shares, corresponding to approximately 1.6 percent 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 authorization cancels the authorization granted by the Annual General Meeting 2021 to resolve on the issuance of shares and special rights entitling to shares. The authorization is valid until 30 June 2024.
The minutes of the General Meeting
The minutes of the Annual General Meeting will be available at the latest from 18 May 2023 onwards on the Company's website at https://spinnovagroup.com/agm-2023/.
Spinnova Plc’s new Board of Directors’ constitutive meeting on 4 May 2023
The Board of Directors elected Janne Poranen as its Chair and Harri Sundvik as Deputy Chair. The other members of the Board are Petri Kalliokoski, Hanna Liiri, Julio Ramundo, Juha Salmela and Kirsi Sormunen.
Board Committees
In addition to the election of Chair, the Board elected members of the Board of Directors' Audit Committee and the Remuneration Committee. The duties of the Board Committees are further described at https://spinnovagroup.com/board-of-directors/board-committees/.
Audit Committee
From among its number, the Board elected Kirsi Sormunen as Chair and Hanna Liiri and Harri Sundvik as members of the Audit Committee.
Remuneration Committee
From among its number, the Board elected Petri Kalliokoski as the Chair and Hanna Liiri and Julio Ramundo as members of the Remuneration Committee
Spinnova Plc
For further information, please contact:
Lasse Holopainen
General Counsel
lasse.holopainen@spinnova.fi
Tel. +358 40 912 3972
ir@spinnova.fi
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