Proposals of the Shareholders’ Nomination Board to Spinnova Plc’s Annual General Meeting 2024

SPINNOVA PLC, COMPANY RELEASE, 3 APRIL 2024 AT 16.30 P.M. EEST

Proposals of the Shareholders’ Nomination Board to Spinnova Plc’s Annual General Meeting 2024

Spinnova Plc’s Shareholders’ Nomination Board has submitted to the Board of Directors of the Company its proposals for the Annual General Meeting 2024.

1)      Remuneration of Board Members

The Shareholders’ Nomination Board of Spinnova Plc proposes to the Annual General Meeting, that the remuneration of the Board of Directors would be a fixed monthly fee of EUR 6 000 for the Chair, EUR 4 000 for the Vice Chair and EUR 2 000 for ordinary Board Members. No separate meeting fees or committee member fees would be paid. Travel costs would be reimbursed in accordance with the company’s travel policy.

Number of Members of the Board of Directors

The Shareholders’ Nomination Board of Spinnova Plc proposes to the Annual General Meeting, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2025 will be seven (seven members in 2023).

2)      Election of members of the Board of Directors

The Shareholders’ Nomination Board of Spinnova Plc proposes to the Annual General Meeting, that

• Janne Poranen, Hanna Liiri, Julio Ramundo and Petri Kalliokoski are re-elected as Board members.

 

• Jari Vähäpesola, Vesa Silaskivi and Sebastian Vinsten are elected as new Board members.

Jari Vähäpesola (born 1959) has been an Adviser to Spinnova’s Board of Directors since December 2023. Mr. Vähäpesola has had an over 36-year career at Valmet heading various business lines. Most recently he acted as Business Line President, Paper and was a member of the Executive Team (2011-2023). He has a M.Sc. degree in mechanical engineering.

Vesa Silaskivi (born 1966) is a board member of several companies, including Biohit, Foamit Group, Lumme Energia, Savonlinja and Sarastia. He has held management positions as CFO of Elisa, Head of Corporate Planning at Valio and CEO of HPP Attorneys, among others. He has extensive experience in internationalisation, joint ventures, the circular economy and the textile industry. He holds a PhD in Law and is a Licentiate of Economics.

Sebastian Vinsten (born 1977) is the Chief Supply Chain Officer of Swedish fashion company NA-KD. Mr. Vinsten has over 23 years’ international experience in the fashion industry from Scandinavia and China. Previously, he has been Brand Director of women’s wear brand Fransa, part of DK Company, (2019-2021), Vice CEO and Vice President Brand (2017-2019) and Global Buying & Design Director (2013-2019) at J.Lindeberg and Product & Brand Director at Bestseller in China (2008-2013), among others. He holds a Bachelor’s degree in International Business.

Of the current board members, Juha Salmela, Harri Sundvik and Kirsi Sormunen will not stand for re-election for the next period of office.

All persons proposed for Board service have given their consent to serving on the Board.

“The new board members bring key capabilities and international experience from both technology machinery and the fashion industry, which fits well with Spinnova’s updated technology-sales-focused strategy.  I would also like to thank the departing board members for their valuable work supporting the Company”, comments Chair of the Board Janne Poranen.

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, except for Janne Poranen, due to his employment 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).

The term of the members of the Board of Directors ends at the close of the Annual General Meeting in 2025.

Spinnova Plc’s Nomination Board

The Shareholders’ Nomination Board was appointed 4 September 2023. The Nomination Board includes Hanna Liiri (Besodos Investors Oy), who acted as the Chair of the Nomination Board, Janne Poranen (Chair of the Board of Directors, Spinnova Plc), Ilkka Kivimäki (Maki.vc Fund I Ky) and Julio Ramundo (Suzano S.A.).

The Nomination Board made the above-mentioned proposals unanimously.

The proposals by the Nomination Board will be included in the notice convening the 2024 Annual General Meeting, which will be announced later.

Spinnova Plc

For further information, please contact:

Lasse Holopainen
General Counsel and Board Secretary
Spinnova Plc
[email protected]
+358 20 703 2430

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 patented technology for making textile fibre out of wood or waste, such as leather, textile or agricultural waste, without harmful chemicals.

The SPINNOVA® fibre creates zero 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 First North Growth Market Finland.

SPINNOVA® home: www.spinnova.com
Corporate & IR site: www.spinnovagroup.com