Spinnova Plc: Resolutions of Spinnova Plc’s Annual General Meeting 2022


Spinnova Plc: Resolutions of Spinnova Plc’s Annual General Meeting 2022

Spinnova Plc’s Annual General Meeting  was held through exceptional procedures on May 5, 2022 in Helsinki, Finland in accordance with the temporary legislative act to limit the spread of the Covid-19 pandemic (375/2021), which entered into force on May 8, 2021.The Annual General Meeting approved the financial statements for 2021, discharged the members of the Board of Directors and the CEO from liability for the financial year 2021 and approved both the Company’s Renumeration Report and Remuneration Policy 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 January 1, 2021–December 31, 2021, 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. In addition, Board member Sari Pohjonen would be granted option rights as further set out below.

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 2023 is eight (8).

Timo Soininen, Gert Kroner, Hanna Liiri, Vinicius Nonino, Juha Salmela and Harri Sundvik were re-elected as members of the Board of Directors, and Sari Pohjonen and Janne Poranen were elected as new members of the Board of Directors.

The 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 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).

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

Annual General Meeting authorized Board of Directors to grant option rights entitling Sari Pohjonen, elected new member of the Board of Directors, 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 was authorized to decide on the other specific terms of such option issue. The authorization is effective until 30 June 2023.

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.

The minutes of the General Meeting

The minutes of the Annual General Meeting will be available at the latest from May 19, 2022 onwards on the Company's website at https://spinnovagroup.com/agm-2022/.



Spinnova Plc


For further information, please contact:

Janne Poranen, CEO
Tel. +358 400 138711

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

Nasdaq Helsinki
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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