Proposals of the Shareholders’ Nomination Board to Spinnova Plc’s Annual General Meeting 2023
SPINNOVA PLC, COMPANY RELEASE, 30 MARCH 2023 AT 10.30 A.M. EEST
Proposals of the Shareholders’ Nomination Board to Spinnova Plc’s Annual General Meeting 2023
Spinnova Plc’s Shareholders’ Nomination Board has submitted to the Board of Directors of the Company its proposals for the Annual General Meeting 2023.
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 2 000 for each Board Member. No separate meeting fees or committee member fees would be paid.
2) 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 2024 will be seven (eight members in 2022).
3) Election of members of the Board of Directors
The Shareholders’ Nomination Board of Spinnova Plc proposes to the Annual General Meeting, that
- Janne Poranen, Harri Sundvik, Hanna Liiri and Juha Salmela are re-elected as Board members.
- Kirsi Sormunen, Petri Kalliokoski and Julio Ramundo are elected as new Board members.
Kirsi Sormunen (born 1957) is a member of the Board of Directors of WithSecure and Exel Composites as well as a senior advisor at the Directors Institute of Finland. Ms Sormunen has extensive board experience, including from Neste, VR Group and DNA. Prior to this, she had a long career at Nokia holding several leadership positions in Finance, Control and Sustainability at Nokia Corporation. She holds a Master’s degree in Economics.
Petri Kalliokoski (born 1975) is an entrepreneur and investor. He is currently the CEO and owner at High Metal Oy, prior to which he was Executive Vice President and Deputy CEO of VTT, the Technical Research Centre of Finland. Mr. Kalliokoski is also serving as the chair of the boards of Ukko.fi, a fintech company and mcare Group Oy as well as a board member at the Technology Industries of Finland, an industry association. He holds a Master’s degree in engineering (ICT).
Julio Ramundo (born 1969) is currently holding the position as New Business Director, Carbon and Suzano Ventures at Suzano S.A. Prior to this he was Director Corporate Finance. Mr Ramundo has also held several executive positions at BNDES (the National Bank for Economic and Social Development of Brazil) of which latest as Executive Director for the Industrial and Equity Divisions. During his career, he has worked with several tech-based projects and companies. Julio served as Board member in a number of private and publicly listed companies in Brazil. He holds a Bachelor’s degree in Economics and a MBA from the London Business School.
Of the current board members, Gert Kroner, Vinicius Nonino and Sari Pohjonen have informed that they will not be available for re-election for the next period of office.
All persons proposed for Board service have given their consent to serving on the Board.
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 and Juha Salmela, due to their 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 2024.
Spinnova Plc’s Nomination Board
The Shareholders’ Nomination Board was appointed 5 September 2022. The Nomination Board includes Janne Poranen (Chairman of the Board of Directors, Spinnova Plc) acted as the Chairman of the Nomination Board. The other members of the Nomination Board were Ilkka Kivimäki (Maki.vc Fund I Ky), Hanna Liiri (Besodos Investors Oy) and Vinicius Nonino (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 2023 Annual General Meeting, which will be announced later.
Spinnova Plc
For further information, please contact:
Janne Poranen
Chairman of Shareholder’s Nomination Board and Chairman of Board of Directors
Spinnova Plc
janne.poranen@spinnova.fi.
Calls through Spinnova's switchboard +358 20 703 2430
Lasse Holopainen
General Counsel and Board Secretary
Spinnova Plc
lasse.holopainen@spinnova.fi
+358 40 912 3972
Certified advisor:
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 technology for making textile fibre out of wood or waste, such as leather, textile or agricultural waste, without harmful chemicals.
The patented SPINNOVA® fibre creates zero waste and 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 Helsinki First North Growth Market.
SPINNOVA® home: www.spinnova.com
Corporate & IR site: www.spinnovagroup.com