Resolutions of Spinnova Plc’s Annual General Meeting 2025 and the Board of Directors’ constitutive meeting
SPINNOVA PLC, COMPANY RELEASE, 9 APRIL 2025 AT 6:00 P.M. UCT+2
Resolutions of Spinnova Plc’s Annual General Meeting 2025 and the Board of Directors’ constitutive meeting
The Annual General Meeting of Spinnova Plc was held on 9 April 2025 (hereinafter the “AGM”) at 1:00 p.m. (EEST) at Sanomatalo, Töölönlahdenkatu 2, FI-00100 Helsinki, Finland.
The AGM adopted the financial statements for the financial year 2024 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2024, and approved all proposals made by the Board of Directors and the Shareholders’ Nomination Board to the AGM. The AGM also approved the Remuneration Report of the company’s governing bodies for the financial year 2024.
Resolution on the use of the profit shown on the balance sheet
The AGM resolved that no dividend be distributed on the basis of the balance sheet adopted for the financial year ended 31 December 2024 and that the loss for the financial year be recorded in the company’s retained earnings.
Resolution on the remuneration of the members of the Board of Directors
The AGM resolved that the following remuneration shall be paid to the Board of Directors:
The Chair will be paid a fixed monthly fee of EUR 6 000 and Board Members EUR 2 000 each. No separate deputy chair, meeting or committee member fees will be paid. Travel costs will be reimbursed in accordance with the company’s travel policy.
Members of the Board of Directors
The AGM resolved that the number of members of the Board of Directors for the term of office ending at the close of the Annual General Meeting 2026 is seven (7).
The AGM resolved to re-elect Janne Poranen, Petri Kalliokoski, Hanna Liiri, Vesa Silaskivi, Sebastian Vinsten and Jari Vähäpesola as members of the Board of Directors and to elect Carlos Aníbal de Almeida Jr. as a new member of the Board of Directors for a term of office ending at the close of the Annual General Meeting 2026.
The elected members of the Board of Directors are independent of the company, with the exception of Janne Poranen, due to his CEO agreement with the company, and Carlos Aníbal de Almeida Jr., due to his role in the management of Suzano S.A. which has a close cooperation relationship with the company. All of the elected members of the Board of Directors who are independent of the company are also independent of the company’s significant shareholders. The company’s definition of independence of members of the Board of Directors complies with the Finnish Corporate Governance Code (2025).
Election and remuneration of the auditor
The AGM resolved to re-elect PricewaterhouseCoopers Oy, Authorized Public Accountants, as the company’s auditor for a term of office ending at the close of the next Annual General Meeting. Mr. Jukka Torkkeli, APA, will continue as the auditor with principal responsibility.
The AGM resolved that the remuneration for the auditor will be paid against the auditor’s reasonable invoice.
Authorizing the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The AGM resolved 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 may not exceed 5 220 000 shares, which corresponds to approximately 10% of all shares in the company.
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 deviation from the shareholders’ pre-emptive subscription rights (directed issue).
The authorization cancels the authorization granted by the General Meeting in May 2024 to resolve on the issuance of shares and special rights entitling to shares. The authorization is valid until 30 June 2026.
Amendment of the Articles of Association
The AGM resolved to amend the Articles of Association in such a way that an addition is made to section 10 of the Articles of Association to allow the Board of Directors, at its discretion, to arrange a General Meeting of Shareholders as a virtual meeting without a meeting venue as an alternative for a physical meeting or a hybrid meeting, and that sections 12 (Notification on the change of holdings) and 13 (Obligation to purchase shares) are removed from the Articles of Association in their entirety. Section 10 of the Articles of Association reads after the addition as follows (addition in italics):
“10 NOTICE TO GENERAL MEETING
The notice to the General Meeting shall be delivered to the shareholders no earlier than three (3) months and no later than three (3) weeks prior to the General Meeting, however, no later than nine (9) days before the record date of the General Meeting.
The notice shall be delivered to the shareholders by means of a notice published on the company’s website or in at least one national daily newspaper designated by the Board of Directors.
In order to be entitled to attend and exercise their right to speak at the General Meeting, a shareholder must notify the company of its attendance by the date specified in the notice convening the General Meeting, which date may not be earlier than ten (10) days prior to the General Meeting.
In addition to the domicile of the company, General Meetings may be held in Helsinki, Espoo or Vantaa.
The Board of Directors may decide that an Annual or an Extraordinary General Meeting is arranged without a meeting venue in a manner whereby shareholders exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (virtual meeting).”
Minutes of the AGM
The minutes of the AGM will be available on the company’s website at https://spinnovagroup.com/agm-2025/ on 23 April 2025 at the latest.
Spinnova Plc’s new Board of Directors’ constitutive meeting on 9 April 2025
At the Board of Directors’ constitutive meeting held after the AGM, the Board of Directors of Spinnova Plc elected Janne Poranen as its Chair and Petri Kalliokoski as the Deputy Chair.
Due to the current development stage and special circumstances of the company, the company deviates from recommendation number 21 of the Corporate Governance Code 2025, which concerns the separation of the roles of the CEO and Chair of the Board of Directors.
Board Committees
The Board of Directors of the company elected the members of the Audit Committee from among its members. The duties of the Committee are described at https://spinnovagroup.com/board-of-directors/board-committees/.
Audit Committee
The Board of Directors elected Vesa Silaskivi as Chair and Hanna Liiri and Petri Kalliokoski as members of the Audit Committee.
Spinnova Plc
For further information, please contact:
Johanna Valkama
Legal Director
johanna.valkama@spinnova.fi
Tel. +358 20 703 2430
Certified advisor:
Aktia Alexander Corporate Finance Oy
Tel. +358 50 520 4098
Distribution:
Nasdaq Helsinki
Key media
Spinnova – The textile material innovation
Spinnova technology transforms the way textiles are manufactured globally. Based in Finland, Spinnova has developed breakthrough patented technology for making textile fibre out of wood pulp or waste, such as leather, textile or agricultural cropping waste, without harmful chemicals or dissolving.
Spinnova technology creates no side streams in the fibre production process, and the SPINNOVA® fibre has minimal CO2 emissions and water use, as well as being biodegradable and recyclable. Spinnova technology uses a mechanical process which gives the fibre the look and feel of a natural cellulosic fibre such as cotton.
Spinnova’s shares (SPINN) are listed on the Nasdaq First North Growth Market Finland.
SPINNOVA® home: www.spinnova.com
Corporate & IR site: www.spinnovagroup.com