Shareholders’ Nomination Board
The Annual General meeting, held on 10 May, 2021, decided to establish a permanent Shareholders’ Nomination Board in accordance with the proposal of the Board of Directors.
The Nomination Board of Spinnova plc is responsible for preparing proposals to upcoming annual general meetings and, where necessary, to any extraordinary general meetings, concerning the election and remuneration of the members of the Board of Directors and the remuneration of board committee members. The Nomination Board is also responsible for ensuring that the Board of Directors and its members have a sufficient level of knowledge and experience that corresponds to the needs of the Company.
The Nomination Board has four (4) members. Three (3) of those members are representatives appointed by the three largest shareholders, and one (1) member is a board member appointed by the Company’s Board of Directors from amongst themselves.
Each year, those three shareholders that hold the largest share of the votes conferred by all shares in the Company on the first Finnish business day of the September preceding the applicable annual general meeting pursuant to the shareholders’ register maintained by Euroclear Finland Ltd or, in the case of nominee registered shareholders, on the basis of separate shareholding information presented by them, will be entitled to appoint members that represent the shareholders. In the event that two or more shareholders hold an equal number of shares and votes, and the representative or representatives nominated by either or all such shareholders cannot be appointed to serve on the Nomination Board, the right to appoint a representative to the Nomination Board will be decided by drawing lots.
In the event that a shareholder has divided its holdings e.g. between several funds, and the shareholder is obliged pursuant to the Company’s Articles of Association to take these holdings into consideration when disclosing any changes in its holdings (flagging obligation), all such holdings of the shareholder will be taken into consideration when calculating its share of all votes in order to determine whether the said shareholder is entitled to appoint a member to the Nomination Board, if the shareholder submits a written request to the Chair of the Board of Directors to that effect no later than on the last Finnish business day of the August preceding the applicable annual general meeting.
The Chair of the Board of Directors will convene the first meeting of each term of office of the Nomination Board, and the representative of the largest shareholder, i.e. the shareholder that holds the most votes on the first working day of September based on the Company’s shareholders’ register maintained by Euroclear Finland Ltd or, in the case of nominee registered shareholders, on the basis of separate shareholding information presented by them, will be appointed as the Chair of the Nomination Board, unless the members of the Nomination Board unanimously decide otherwise. In the event that the representative of the largest shareholder also serves as the Chair of the Company’s Board of Directors, they cannot be appointed as the Chair of the Nomination Board, but they can serve as a member thereof as a representative of the said shareholder.
In the event that during the term of the Nomination Board, a shareholder has divested more than half of its shareholding and, as a result of the divestment, no longer constitutes one of the ten (10) largest shareholders of the Company, the appointed representative of such shareholder must resign from their position on the Nomination Board. The Nomination Board may appoint a new member to replace a prematurely vacated seat, and the Nomination Board must decide on appointing new members if the number of Nomination Board members decreases to less than three during the relevant term of office. The Nomination Board must offer the vacated seats to those shareholders (in order of size, based on the number of votes conferred by all shares in the Company) that have not appointed a member to the Nomination Board.
The chairman of the company’s Board of Directors shall request each of the three largest shareholders established on this basis to appoint one member to the Nomination Board. In the event that a shareholder does not wish to exercise his/her or its right to appoint a member, it shall pass to the next-largest shareholder that would not otherwise be entitled to appoint a member.
The Nomination Board shall serve until further notice, unless the General Meeting decides otherwise. Its members shall be elected annually and their term of office shall end when new members are elected to replace them.
The Nomination Board must present and justify its proposals to the Annual General Meeting. The Nomination Board must submit its proposals to the Board of Directors at the latest 5 weeks preceding the applicable annual general meeting. The proposals of the Nomination Board will be published on a company release and they will be included in the notice of the annual general meeting.
Composition of the Nomination Board
The following members have been nominated to Spinnova plc’s Shareholders’ Nomination Board as of September 2, 2021:
- Vinicius Nonino, Suzano S.A.
- Hanna Liiri, Besodos oy
- Ilkka Kivimäki, Maki.vc Fund I Ky
- Timo Soininen, Chairman of the Board of Directors of Spinnova Plc