Resolutions of Spinnova Plc’s Annual General Meeting 2024 and the constitutive meeting of the Board of Directors

SPINNOVA PLC, COMPANY RELEASE, 7 MAY 2024 AT 19.45 P.M. EEST
 

Resolutions of Spinnova Plc’s Annual General Meeting 2024 and the constitutive meeting of the Board of Directors

Spinnova Plc’s Annual General Meeting was held on 7 May 2024 at 4.00 p.m. EEST at Sanomatalo, Töölönlahdenkatu 2, FI-00100 Helsinki, Finland.

The Annual General Meeting approved the financial statements for 2023, discharged the members of the Board of Directors and those who had acted as the CEO from liability for the financial year 2023, and approved all proposals made by the Board of Directors and the Shareholders’ Nomination Board to the Annual General Meeting. The Annual General Meeting also approved the Remuneration Report of the company’s governing bodies for the financial year 2023.

Resolution on the use of the profit shown on the balance sheet

The Annual General Meeting resolved that no dividend be distributed on the basis of the balance sheet adopted for the financial ended 31 December 2023 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

The Annual General Meeting resolved that the Board of Directors be paid a fixed monthly fee of EUR 6,000 for the Chair, EUR 4,000 for the Deputy Chair and EUR 2,000 for ordinary members of the Board of Directors. No separate meeting fees or committee member fees will be paid. Travel costs are reimbursed in accordance with the company’s travel policy.

Members of the Board of Directors

The 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 2025 is seven (7).

Janne Poranen, Hanna Liiri, Julio Ramundo and Petri Kalliokoski were re-elected as members of the Board of Directors, and Jari Vähäpesola, Vesa Silaskivi and Sebastian Vinsten were elected as new members of the Board of Directors.

The elected members of the Board of Directors are independent of the company, with the exception of Janne Poranen, due to his employment relationship with the company, and Julio Ramundo, 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 (2020).

Election and remuneration of the auditor

The Annual General Meeting re-elected audit firm PricewaterhouseCoopers Oy as the auditor of the company for a term of office ending at the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified that Jukka Torkkeli, APA, acts as the auditor with principal responsibility.  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 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. The total number of shares that may be issued under the authorization may not exceed 5 220 000 shares, which corresponds to approximately 10 per cent 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 2023 to resolve on the issuance of shares and special rights entitling to shares. The authorization is valid until 30 June 2025. 

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting will be available at the latest from 21 May 2024 onwards on the company’s website at https://spinnovagroup.com/agm-2024/. 

Spinnova Plc’s new Board of Directors’ constitutive meeting on 7 May 2024

The Board of Directors of Spinnova Plc elected Janne Poranen as its Chair and Petri Kalliokoski as the Deputy Chair.

Board Committees

The Board of Directors elected the members of the Audit Committee from among its members. The duties of the Committee are further 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:
Virva Vesanen
Director of Marketing, Communications and Investor Relations
Tel. +358 20 703 2430
[email protected]

 

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

 

Distribution:

Nasdaq Helsinki
Key media

 

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Corporate & IR site: www.spinnovagroup.com