Spinnova's Shareholders' Nomination Board proposes CEO Janne Poranen and Sari Pohjonen to be appointed as new Board members - Search for new CEO commenced

Spinnova Plc
Company Release, 8 March, 2022 at 8.45 a.m. EET 
Insider Information

The Shareholders' Nomination Board of Spinnova Plc proposes to Spinnova's Annual General Meeting to be held on 5 May, 2022 that Janne Poranen and Sari Pohjonen will be appointed as new members of the Board of Directors. Ilkka Kivimäki will step down from his role as Board member after the Annual General Meeting 2022. Spinnova's co-founder Poranen will continue in the Chief Executive Officer role until the new Chief Executive Officer is appointed and commences his or her employment at the company. After that, Poranen will focus on steering Spinnova's two important joint venture companies Woodspin Oy and Respin Oy as the Chair of the Board of both companies in his new position as Executive Director, Technology Upscaling and Strategy. The Board of Directors has commenced the search for a new Chief Executive Officer.

Background

With the proposed nominations of Poranen and Pohjonen and the hiring of a new Chief Executive Officer, the Nomination Board and the Board of Directors believe that the competences of the Spinnova Board of Directors and the management team will be further strengthened as the company accelerates its significant investment and scaling phase and executes on its long-term target to have more than 1 million tonnes of SPINNOVA^® fibre production capacity in 10 to 12 years' time.

Poranen to steer technology upscaling and strategy in the Board and in the joint venture companies

In addition to the proposed membership in Spinnova's Board, Poranen will start in a new role as Executive Director, Technology Upscaling and Strategy. Poranen will continue to lead both Woodspin's and Respin's Boards as the Chairman. In this position Poranen will focus on overseeing technology upscaling and growth of the joint ventures' production capacity, as well as managing senior relationships with strategic partners. In this role Poranen will report to the new Spinnova CEO.

Janne Poranen, Co-founder and Chief Executive Officer of Spinnova, comments:
"I am passionate about driving Spinnova's growth and realizing our vision of changing the raw material base of the entire global textile industry for the better. Since establishing Spinnova almost eight years ago with my co-founder Juha Salmela, I have been building the company and our team relentlessly. I initiated this very important change in my role to have time to focus on major strategic matters in the Spinnova Board, as well as the scaling of our joint ventures, Woodspin and Respin, together with Suzano and Ecco. I strongly believe that this change will strengthen our ability to execute with excellence and to reach our strategic targets."

The Board of Directors has commenced a search for an experienced, international growth-oriented Chief Executive Officer who will continue to drive the growth of Spinnova and the operational execution of the company's strategy along with the company's co-founder and Chief Technology Officer Juha Salmela and the rest of the management team.

Pohjonen to strengthen the Board's competences

Sari Pohjonen is Chief Financial Officer of Oriola Corporation, and member of the Boards of Directors of VR Group, Oilon Group Oy and the Jane and Aatos Erkko Foundation. Pohjonen has previously served as Chief Financial Officer and Deputy to the Chief Executive Officer at both Fiskars Group and Reima and has had an extensive career in other corporate and board roles. Sari Pohjonen's appointment is planned to further strengthen the Board's competence in the apparel and consumer products sectors. Moreover, Pohjonen will be engaged in financial and corporate governance matters.

Timo Soininen, Chairman of the Nomination Board, comments:
"It is a natural step that Janne would now become Spinnova's Board Member, where he can bring his considerable strategic and technology expertise to further strengthen the competences of the Spinnova Board of Directors. At the same time, we will strengthen the Spinnova management team with a new growth-focused Chief Executive Officer. I am also delighted to be able to propose that Sari Pohjonen would join the Board, bringing her extensive corporate leadership and finance experience in multiple industries including apparel and consumer products to the company. It is the right time to make these role changes and new additions that will support Spinnova's ambitious growth plan as we work to revolutionise the entire raw material base of the global textile industry. Finally, I would like to thank Ilkka Kivimäki for his vital and invaluable personal contribution and insights to the growth of Spinnova over many years as an investor and board member."

Below is the full proposal of the Nomination Board related to the composition of the Board of Directors:

Proposal for the composition of the Board of Directors

Spinnova Plc's Shareholders' Nomination Board proposes to the next Annual General Meeting, to be held on May 5, 2022, that the number of members of the Board of Directors for the term expiring at the close of the Annual General Meeting 2023 will be eight, and that

• Timo Soininen, Gert Kroner, Hanna Liiri, Vinicius Nonino, Juha Salmela and Harri Sundvik are re-elected as Board members
• Sari Pohjonen and Janne Poranen are elected as new Board members.

Ilkka Kivimäki has indicated that he plans to step down from his role as Board member after the Annual General Meeting 2022.

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, with the exception of Juha Salmela and Janne Poranen, due to their employment or service relationship with the company. The proposed Board members are all independent of the company's significant shareholders with the exception of Vinicius Nonino, who is not considered independent due to his employment with Spinnova's significant shareholder Suzano. Spinnova's definition of Board members' independence complies with the Finnish Corporate Governance Code (2020).

The Nomination Board

Timo Soininen (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.).

Spinnova's Board of Directors will include these proposals into the notice of the Annual General Meeting 2022.

For further information, please contact:

Timo Soininen
Chairman of Shareholder's Nomination Board and Chairman of Board of Directors
Spinnova Plc
[e-mail]
Calls through Spinnova's Switchboard [phone]

Janne Poranen
Chief Executive Officer
Spinnova Plc
[e-mail]
[phone]

Certified advisor:

Alexander Corporate Finance Oy
[phone]

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

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