SPINNOVA PLC, COMPANY RELEASE, 15 APRIL 2026 AT 5:30 P.M. (FINNISH TIME)
Resolutions of Spinnova Plc's Annual General Meeting 2026 and the Board of Directors' constitutive meeting
The Annual General Meeting of Spinnova Plc was held on 15 April 2026 (hereinafter the "AGM") at 1:00 p.m. (Finnish time) without a meeting venue via real-time remote access as a virtual meeting.
The AGM adopted the financial statements for the financial year 2025 and discharged the members of the Board of Directors and the CEO from liability for the financial year 2025, and approved all proposals made by the Board of Directors and the Shareholders' Nomination Board to the AGM. The AGM also adopted, through an advisory resolution, both the Remuneration Report of the company's governing bodies for the financial year 2025 and the updated Remuneration Policy of the company's governing bodies.
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 2025 and that the loss of the financial year be recorded in the retained earnings.
Remuneration of the members of the Board of Directors
The AGM resolved that the following fixed monthly remuneration shall be paid to the Board of Directors: the Chair will be paid 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 2027 is unchanged at seven (7).
The AGM resolved to re-elect Janne Poranen, Petri Kalliokoski, Hanna Liiri, Vesa Silaskivi, Sebastian Vinsten, Jari Vähäpesola, and Carlos Aníbal de Almeida Jr. as members of the Board of Directors for a term of office ending at the close of the Annual General Meeting 2027.
The elected members of the Board of Directors, with the exception of Janne Poranen due to his CEO agreement with the company as well as Carlos Aníbal de Almeida Jr., due to him belonging to the operative management of Suzano S.A., which during the past year had a close cooperation relationship with Spinnova, are independent of the company and the significant shareholders of the company. The company's definition of independence of members of the Board of Directors complies with the Securities Market Association's Finnish Corporate Governance Code (2025).
Election and remuneration of the auditor
The AGM resolved to re-elect PricewaterhouseCoopers Oy, Authorised Public Accountants, as the company's auditor for a term of office ending at the close of the next Annual General Meeting. Jukka Torkkeli, APA, will continue as the auditor with principal responsibility.
The AGM resolved that the remuneration of the auditor will be paid against the auditor's reasonable invoice.
Authorising 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 is authorised to resolve on the issuance of shares and special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Limited Liability Companies Act as follows:
The total number of shares that may be issued under the authorisation may not exceed 5,220,000 shares, which corresponds to approximately 10 percent 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 authorisation 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 Limited Liability Companies Act may, subject to the conditions set out in the Finnish Limited Liability Companies Act, be made in deviation from the shareholders' pre-emptive subscription rights (directed issue).
The authorisation cancels the authorisation granted by the General Meeting in April 2025 to resolve on the issuance of shares and special rights entitling to shares. The authorisation is valid until 30 June 2027.
Minutes of the AGM
The minutes of the AGM will be available on the company's website at https://spinnovagroup.com/agm-2026/ on 29 April 2026 at the latest.
Spinnova Plc's Board of Directors' constitutive meeting on 15 April 2026
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 Securities Market Association's Corporate Governance Code (2025), which concerns the separation of the roles of the CEO and Chair of the Board of Directors.
Audit Committee of the Board of Directors
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/.
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
General Counsel
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
