Spinnova PLC | Company Release | 28 September 2026, 16:00 PM EEST
The Extraordinary General Meeting of Spinnova Plc (the "Company") was held on 28 September 2026 (the "EGM") at 3:00 p.m. (Finnish time) without a meeting venue via real-time remote access as a virtual meeting.
The EGM resolved to approve a U.S. initial public offering and dual listing of the shares of the Company on the Nasdaq Capital Market and authorised the Board of Directors to resolve on a share issue in connection with the listing. The EGM also resolved on the election and remuneration of a new auditor and amendments to the authorisation of the Board of Directors.
Resolution on the dual listing of the shares
The EGM resolved to approve a U.S. initial public offering and dual listing on the Nasdaq Capital Market (the "Listing").
Authorising the Board of Directors to resolve on a share issue in connection with the Listing
The EGM resolved that the Board of Directors is authorised to resolve on a share issue (the "Share Issue") in connection with the implementation of the Listing. The total number of shares that may be issued under the authorisation may not exceed 45,900,000 shares, which corresponds to approximately 87.7 percent of all shares of the Company at the date of the General Meeting's notice, 4 September 2026. The Board of Directors was authorised to resolve upon all terms and conditions of the Share Issue. The authorisation covers both the issuance of new shares and the transfer of treasury shares. The Share Issue may be carried out without payment or at a subscription price determined by the Board of Directors. The Share Issue 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). Under the authorisation, the Board of Directors may resolve on a share issue without payment to the Company itself.
The authorisation also includes the right to resolve on whether the subscription price for the shares is recorded in full or in part in the reserve for invested unrestricted equity or as an increase in the share capital.
The authorisation does not cancel the authorisation granted by the General Meeting in April 2026 to resolve on the issuance of shares and special rights entitling to shares. The authorisation is valid until 28 February 2027.
Election and remuneration of a new auditor
The EGM resolved to elect audit firm BDO Ltd as the Company's new statutory auditor for a term of office ending at the close of the next Annual General Meeting. BDO Ltd has informed that Joonas Selenius, APA, ASA, will act as the auditor with principal responsibility.
The EGM resolved that the remuneration of the auditor will be paid against the auditor's reasonable invoice.
Amendments to the authorisation of the Board of Directors
The EGM resolved to amend the authorisation resolved by the Annual General Meeting on 15 April 2026 as follows:
The Board of Directors is authorised to resolve on a share issue and on the issuance of 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 9,822,000 shares, which corresponds to approximately 10 percent of the total number of all shares in the Company, if the Share Issue were to be implemented in accordance with the proposed maximum amount.
The Board of Directors resolves upon all terms and conditions of the share issue and the issuance of special rights entitling to shares. The authorisation covers both the issuance of new shares and the transfer of treasury shares. The issuance of shares and special rights may be carried out without payment or at a subscription price determined by the Board of Directors. The share issue and the issuance of 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). Under the authorisation, the Board of Directors may resolve on a share issue without payment to the Company itself. The authorisation may be used, for example, to implement share-based incentive schemes and also to finance or implement acquisitions or arrangements (including for payment of share-based or special rights-based remuneration or advisory fees related to the Listing), to strengthen the Company's balance sheet and financial position, or for other purposes determined by the Board of Directors.
The authorisation is valid until 30 June 2027. The amendment of the authorisation does not cancel the authorisation concerning the Share Issue.
Minutes of the EGM
The minutes of the EGM will be available on the Company's website at https://spinnovagroup.com/egm-2026/ on 12 October 2026 at the latest.
This release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. Any offers, solicitations of offers to buy, or any sales of securities in the United States will be made only by means of a prospectus forming part of the registration statement filed with the U.S. Securities and Exchange Commission (SEC), after the registration statement has been declared effective by the SEC.
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
Main media
About Spinnova
The textile material innovation
Spinnova technology transforms the way textiles are manufactured globally. Based in Finland, Spinnova has developed a 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
