Notice to the General Meeting of
Notice is given to the shareholders of
Shareholders can exercise their right to vote also by voting in advance. Instructions for voting in advance can be found in section C. Instructions for the participants of the Annual General Meeting of this notice to the Annual General Meeting.
The Company will arrange for shareholders who have registered for the General Meeting a possibility to follow the meeting via webcast. Shareholders who follow the meeting in this manner shall not be considered to participate in the General Meeting, nor may such shareholders exercise their shareholder rights via the webcast. More detailed instructions can be found in Section C. Instructions for the participants of the Annual General Meeting, and on the Company's website at https://spinnovagroup.com/agm-2024/
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the person to scrutinize the minutes and to verify the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts and consolidated annual accounts, the report of the Board of Directors and the auditor's report for the year 2023
Review by the Chief Executive Officer. A recording of the review by the Chief Executive Officer will be available after the General Meeting on the Company's website at https://spinnovagroup.com/agm-2024/.
7. Adoption of the annual accounts and consolidated annual accounts
8. Resolution on the use of the profit shown on the balance sheet and on the distribution of dividend
The Board of Directors proposes that no dividend be distributed on the basis of the balance sheet to be adopted for the financial year ended
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year ended
10. Presentation and adoption of the Remuneration Report
The Remuneration Report is available on the Company's website at https://spinnovagroup.com/agm-2024/.
The resolution of the General Meeting concerning the approval of the Remuneration Report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholder's Nomination Board proposes to the General Meeting that the remuneration of the Board of Directors would be a fixed monthly fee of
12. Resolution on the number of members of the Board of Directors
The Shareholder's Nomination Board proposes to the General Meeting that the number of members of the Board of Directors for the term of office ending at the close of the Annual General Meeting 2025 be seven.
13. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes to the General Meeting that the following persons be re-elected as members of the Board of Directors for a term of office ending at the close of the Annual General Meeting 2025:
All candidates have given their consent to the election. The Shareholders' Nomination Board has assessed that, with the exception of
More information on the candidates is available on the Company's website at https://spinnovagroup.com/agm-2024/ and https://spinnovagroup.com/board-of-directors/.
14. Resolution on the remuneration of the auditor
Based on the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes to the General Meeting that the remuneration for the auditor to be elected will be paid against the auditor's reasonable invoice.
15. Election of auditor
Based on the recommendation of the Audit Committee of the Board of Directors, the Board of Directors proposes to the General Meeting that
16. Authorizing the Board of Directors to resolve on the issuance of shares and special rights entitling to shares
The Board of Directors proposes to the General Meeting 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 as follows.
The total number of shares that may be issued under the authorization may not exceed 5,220,000 shares, which corresponds to approximately 10% 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 authorizations granted by the General Meeting in
17. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above-mentioned proposals for the resolutions on the matters on the agenda of the General Meeting, this notice, the Remuneration Report and the Governance, Remuneration and Financial Statements 2023 document of
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the General Meeting,
Registration for the General Meeting will begin on
In connection with the registration, requested information must be provided, such as the name, date of birth or business ID, address, telephone number and email address of the shareholder, and the name and date of birth of a possible assistant or proxy representative or legal representative. Any personal data given to the Company or
Registration for the General Meeting can be made from
- through the Company's website at https://spinnovagroup.com/agm-2024/
Electronic registration requires strong electronic identification of the shareholder or his / her legal representative or proxy representative with Finnish, Swedish or Danish personal banking credentials or a mobile certificate.
- by mail or email
Shareholders may send their registration toInnovatics Ltd by mail toInnovatics Ltd , Yhtiökokous/Spinnova Oyj , Ratamestarinkatu 13 A, FI-00520Helsinki, Finland , or by email at agm@innovatics.fi.
Shareholders, their authorized representatives or proxy representatives shall, to the extent necessary, be able to prove their identity and/or right of representation at the meeting venue.
Further information on the registration for the meeting is available by telephone during the registration period of the General Meeting at +358 10 2818 909 on workdays from
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she on the record date of the General Meeting
Holders of nominee-registered shares are advised to request well in advance the necessary instructions from their custodian regarding the temporary registration in the shareholders' register, the issuing of proxy authorization documents and voting instructions as well as registration for the General Meeting. The account manager of the custodian shall temporarily register a holder of nominee-registered shares who wants to participate in the General Meeting into the shareholders' register of the Company by the time stated above at the latest and, as needed, arrange advance voting on behalf of the holders of nominee-registered shares by the end of the above registration period, i.e. by
For the sake of clarity, it is noted that holders of nominee-registered shares cannot register directly for the General Meeting on the Company's website, but they must be registered by their custodians instead.
Further information is available on the Company's website at https://spinnovagroup.com/agm-2024/.
3. Proxy representatives and powers of attorney
Shareholders may participate in and exercise their rights at the General Meeting also by way of proxy representation. A proxy representative of a shareholder may also vote in advance in the manner instructed in this notice. Proxy representatives must present a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder in the General Meeting. A template proxy authorization document is available on the Company's website at https://spinnovagroup.com/agm-2024/. If proxy representatives register electronically, they must identify themselves personally through strong electronic authentication in the electronic registration service, after which they can register on behalf of the shareholder they represent. The same applies to voting in advance electronically.
Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy authorization documents are requested to be delivered primarily in connection with the electronic registration as attachments or alternatively by email to agm@innovatics.fi or as originals by regular mail to
Shareholders who are legal entities may also, as an alternative to traditional proxy authorization documents, use the electronic Suomi.fi authorization service for authorizing their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorization topic "Representation at the General Meeting"). When registering for the General Meeting in the general meeting service, authorized representatives shall identify themselves with strong electronic authentication, after which the electronic mandate is automatically verified. The strong electronic authentication takes place with personal online banking credentials or a mobile certificate. For more information, see www.suomi.fi/e-authorizations.
4. Advance voting
Shareholders whose shares are registered on their Finnish book-entry account (including equity savings account) may vote in advance on certain agenda items of the General Meeting during the period between
- at the Company's website at https://spinnovagroup.com/agm-2024/
Electronic voting in advance requires strong electronic identification of the shareholder or the shareholder's proxy representative or legal representative with a bank ID or mobile certificate.
- by email or mail
Alternatively, shareholders may send the advance voting form available on the Company's website as of
Shareholders who have voted in advance and who wish to exercise their other rights under the Finnish Companies Act, such as the right to ask questions, the right to propose resolutions, the right to demand a vote at the General Meeting or to vote on any other proposals made at the meeting, must attend the General Meeting at the meeting venue by themselves or by way of proxy representation.
For holders of nominee-registered shares, the advance voting takes place through the account manager. The account manager can vote in advance on behalf of the nominee-registered shareholders they represent in accordance with the voting instructions provided by them during the registration period set for the holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented without amendments at the General Meeting. The terms and conditions and other instructions for the electronic advance voting will also be available on the Company's website at https://spinnovagroup.com/agm-2024/ no later than
5. Other instructions and information
The meeting language of the General Meeting will be Finnish.
A shareholder present at the General Meeting has the right to ask questions about the matters discussed at the meeting in accordance with chapter 5, section 25 of the Finnish Companies Act.
Information on the General Meeting required by the Finnish Companies Act and the Finnish Securities Markets Act is available on the Company's website at https://spinnovagroup.com/agm-2024/.
On the date of this notice,
Changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the General Meeting nor the number of votes of the shareholder at the General Meeting.
Shareholders have the possibility to follow the meeting via a webcast. Following the meeting via the webcast requires registration for the General Meeting in accordance with section C.1 of this notice through the electronic registration service or by email. The video connection link and password to follow the meeting via the live webcast will be sent by email and/or text message to the email address and/or mobile phone number provided in connection with the registration on the day before the General Meeting.
Following the meeting via the live webcast is only possible for shareholders who are registered in the Company's shareholders' register maintained by
Jyväskylä,
Board of Directors
Further information:
General Counsel
lasse.holopainen@spinnova.fi
Tel. +358 20 703 2430
Certified advisor:
+358 50 520 4098
Distribution:
Nasdaq
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