Notice to the General Meeting 2026 of Spinnova Plc

SPINNOVA PLC, COMPANY RELEASE, 16 MARCH 2026 AT 1:00 P.M. (FINNISH TIME)

Notice to the General Meeting 2026 of Spinnova Plc

The shareholders of Spinnova Plc ("Spinnova" or the "Company") are invited to the Annual General Meeting to be held on Wednesday 15 April 2026, at 1:00 p.m. (Finnish time). The General Meeting is held without a meeting venue via real-time remote access as a virtual meeting in accordance with Section 10 of the Company's Articles of Association and Chapter 5, Section 16 (3) of the Finnish Limited Liability Companies Act. Instructions for participation are set out in Section C of this notice to the General Meeting.

Shareholders can also exercise their voting rights by voting in advance. Instructions for advance voting are set out in Section C. Instructions for the participants in the General Meeting of this notice to the Annual General Meeting.

More detailed instructions can be found in Section C. Instructions for the participants in the General Meeting, and on the Company's website at https://spinnovagroup.com/agm-2026/

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING

The Annual General Meeting will discuss the following matters:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of the person to scrutinise 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 2025

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-2026/.

Spinnova's Annual Report, which includes the report of the Board of Directors, the Corporate Governance Statement, the Remuneration Report, the financial statements for the year 2025 (which includes the annual accounts, the consolidated annual accounts, and the auditor's report), and the Sustainability Report (unaudited) are available on the Company's website at https://spinnovagroup.com/agm-2026/.

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 distributable unrestricted equity of the Parent company Spinnova Plc on 31 December 2025 was EUR 33 399 thousand, of which the result of the period was EUR -34 317 thousand. The Board of Directors proposes to the Annual General Meeting that no dividend be distributed on the basis of the balance sheet to be adopted for the financial year ended 31 December 2025, and that the loss of the financial year is recorded in the retained earnings.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability for the financial year ended 31 December 2025

10. Advisory resolution on the adoption of the Remuneration Report

The Remuneration Report is available on the Company's website at https://spinnovagroup.com/agm-2026/.

The resolution of the General Meeting concerning the approval of the Remuneration Report is advisory.

11. Advisory resolution on the adoption of the remuneration policy of the governing bodies

The remuneration policy of the governing bodies is available on the company's website at https://spinnovagroup.com/agm-2026/.

12. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Board proposes to the General Meeting that the remuneration of the Board of Directors would be a fixed monthly fee of EUR 6,000 to the Chair and EUR 2,000 to each Board Member. No separate deputy chair, meeting or committee member fees would be paid. Travel costs would be reimbursed in accordance with the Company's travel policy.

13. Resolution on the number of members of the Board of Directors

The Shareholders' 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 2027 will be unchanged at seven (7).

14. 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 2027: Janne Poranen, Petri Kalliokoski, Hanna Liiri, Vesa Silaskivi, Sebastian Vinsten, Jari Vähäpesola, and Carlos Aníbal de Almeida Jr.

All candidates have given their consent to the election. The Shareholders' Nomination Board has assessed that, 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, all the proposed members of the Board of Directors are independent of the Company and the significant shareholders of the Company.

More information on the candidates is available on the Company's website at https://spinnovagroup.com/board-of-directors/.

15. 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.

16. 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 PricewaterhouseCoopers Oy, Authorised Public Accountants, be re-elected auditor of the Company for a term of office ending at the close of the next Annual General Meeting. PricewaterhouseCoopers Oy has informed that Mr. Jukka Torkkeli, APA, would act as the auditor with principal responsibility.

17. Authorising 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 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.

18. 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 policy and Spinnova's Annual Report, which includes the Report of the Board of Directors, the Corporate Governance Statement, the Remuneration Report, the financial statements  for the year 2025 (which includes the annual accounts, the consolidated annual accounts, and the auditor's report), and the Sustainability Report (unaudited) are available on the Company's website at https://spinnovagroup.com/agm-2026/.

The minutes of the General Meeting will be available on the above-mentioned website on 29 April 2026 at the latest.

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, Wednesday 1 April 2026, in the shareholders' register of the Company maintained by Euroclear Finland Oy, has the right to participate in the General Meeting. Shareholders whose shares are registered on their personal Finnish book-entry account or equity savings account are registered in the Company's shareholders' register.

Registration for the General Meeting will begin on Tuesday 17 March 2026 at 10:00 a.m. (Finnish time). A shareholder who is registered in the shareholders' register of the Company and who wants to participate in the General Meeting must register for the General Meeting no later than by 4:00 p.m. (Finnish time) on 9 April 2026, by which time the registration must be received.

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 of a possible assistant, proxy representative or legal representative and the proxy's or legal representative's date of birth, telephone number and email address. Any personal data given to the Company or Innovatics Ltd is used only in connection with the General Meeting and with the processing of related necessary registrations.

Registration for the General Meeting can be made from 10:00 a.m. (Finnish time) on 17 March 2026, until 4:00 p.m. (Finnish time) on 9 April 2026, by the following means:

1. through the Company's website at https://spinnovagroup.com/agm-2026/

Electronic registration requires strong electronic identification of the shareholder or his / her assistant, proxy representative or legal representative with Finnish, Swedish, or Danish personal banking credentials or a mobile certificate.

2. by mail or email

Shareholders may send their registration to Innovatics Ltd by mail to Innovatics Ltd, General Meeting/Spinnova Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, or by email at agm@innovatics.fi. Shareholders registering by mail or email shall submit the registration form and advance voting form available on the company's website https://spinnovagroup.com/agm-2026/ or equivalent information.

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 9:00 a.m. to 12:00 p.m. and from 1:00 p.m. to 4:00 p.m. (Finnish time).

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, Wednesday 1 April 2026, would be entitled to be registered in the shareholders' register of the Company maintained by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered into the shareholders' register maintained by Euroclear Finland Oy by 10:00 a.m. (Finnish time) on Friday 10 April 2026, at the latest. As regards nominee-registered shares, this constitutes due registration for the General Meeting. 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.

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 authorisation 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 10:00 a.m. (Finnish time) on 10 April 2026.

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.

A holder of nominee-registered shares who has registered for the General Meeting may also participate in the meeting in real time using telecommunication connection and technical means. In addition to the temporary registration in the company's shareholders' register, the real-time participation in the meeting requires the submission of the shareholder's e-mail address and telephone number and, if necessary, a proxy document and other documents necessary to prove the right of representation by regular mail to Innovatics Ltd, General Meeting/Spinnova Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to agm@innovatics.fi before the end of the registration period for the holders of nominee registered shares, so that the shareholders can be sent a participation link and password to participate in the meeting. If a holder of nominee-registered shares has authorised their custodian to cast advance votes on their behalf, such advance votes will be taken into account as advance votes of the nominee-registered shareholder at the General Meeting, unless the holder of nominee-registered shares votes otherwise during the General Meeting.

Further information is available on the Company's website at https://spinnovagroup.com/agm-2026/.

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 authorisation document is available on the Company's website at https://spinnovagroup.com/agm-2026/.

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 authorisation 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 Innovatics Ltd, General Meeting/Spinnova Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland, before the end of the registration period, by which time the proxy authorisation documents must be received. In addition to delivering proxy authorisation documents, shareholders or their proxy representatives must also register for the General Meeting and as needed, vote in advance as instructed in this notice.

Shareholders may also, as an alternative to traditional proxy authorisation documents, use the electronic Suomi.fi authorisation service for authorising their proxy representatives. The representative is mandated in the Suomi.fi service at www.suomi.fi/e-authorizations (using the authorisation topic "Representation at the General Meeting"). When registering for the General Meeting in the general meeting service, authorised representatives shall identify 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. Participation instructions

Shareholders entitled to attend the General Meeting will participate in the meeting and exercise their rights during the meeting fully and in real time via remote access.

Remote access to the General Meeting will be provided through Inderes Plc general meeting service on the Videosync platform, which includes video and audio access to the General Meeting. Remote access does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone if you wish to speak. One of the following browsers is recommended for participation: Chrome, Firefox, Edge, Safari, or Opera. It is advisable to log in to the meeting system well in advance of the meeting.

The participation link and password for remote participation will be sent by e-mail and/or SMS to the e-mail address and/or mobile phone number provided at the time of registration to all those who have registered for the General Meeting no later than the day before the General Meeting. Thus, shareholders who have voted in advance can also participate in the General Meeting remotely via telecommunication if they wish. The votes cast by advance voters will be taken into account in the decision of the General Meeting, regardless of whether they participate in the General Meeting remotely or not. If they participate remotely, they will be able to change their advance votes during the meeting if they so wish, should a vote take place.

For more information on the general meeting service, additional instructions for proxies representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found here: https://vagm.fi/support. A link to test the compatibility of your computer, smartphone or tablet with the network connection can be found here: https://b2b.inderes.com/knowledge-base/compatibility-testing. It is recommended that you read the detailed participation instructions before the meeting.

5. 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 17 March 2026 at 10:00 a.m. (Finnish time) and 9 April 2026 at 4:00 p.m. (Finnish time) by the following means:

1. at the Company's website at https://spinnovagroup.com/agm-2026/

Electronic voting in advance requires strong electronic identification of the shareholder or the shareholder's proxy representative or legal representative with Finnish, Swedish, or Danish personal banking credentials or a mobile certificate.

2. by email or mail

Alternatively, shareholders may send the advance voting form available on the Company's website as of 10:00 a.m. (Finnish time) on 17 March 2026 or corresponding information to Innovatics Ltd by email to agm@innovatics.fi or by mail to Innovatics Ltd, General Meeting/Spinnova Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland. Advance votes must be received by the end of the advance voting period. Submitting advance votes in this manner before the end of registration and advance voting period is considered due registration for the General Meeting, provided they contain the information required for registration, as mentioned above in section C.1.

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 via remote access 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-2026/ no later than 17 March 2026.

6. 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 Limited Liability Companies Act.

Information on the General Meeting required by the Finnish Companies Act and the Finnish Securities Market Act is available on the Company's website at https://spinnovagroup.com/agm-2026/.

On the date of this notice, 16 March 2026, the total number of shares in Spinnova Plc and votes represented by such shares is 52,316,989. On the date of this notice, the Company does not hold any of its own shares.

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.

In Jyväskylä, 16 March 2026

Spinnova Plc

Board of Directors

Further information:

Johanna Valkama

General Counsel

Spinnova Plc

johanna.valkama@spinnova.fi

Tel. +358 20 703 2430

Certified advisor:

Aktia Alexander Corporate Finance Oy

+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