Scanfil as an investment

Articles of Association – Scanfil plc

1 § Company’s name and registered office
The name of the company is Scanfil Oyj, in Finnish, and Scanfil plc, in English. The company’s registered office is in Sievi, Finland.

2 § Field of business
The company’s line of business is electronics manufacturing services and manufacturing, marketing, trade, import and export of electrotechnical equipment, components and other devices and parts thereof, consulting and design as well as telecommunications and related services. The company may own and possess real estate, shares and securities.

3 § Financial period
The company’s financial period is the calendar year.

4 § Board of Directors
The company’s administration and proper organisation of operations shall be the responsibility of the Board of Directors, consisting of a minimum of five (3) and a maximum of seven (7) members in accordance with the decision made by the Annual General Meeting. The Board of Directors shall elect a Chairman from among its members. The term of office of the members of the Board of Directors ends at the close of the next Annual General Meeting following their election. The majority’s opinion will be the Board’s decision. If the votes are even, the Chairman’s casting vote shall decide.

5 § Managing Director
The company shall have a Managing Director, who is elected by the Board of Directors. The Board of Directors shall decide on the remuneration paid to the Managing Director.

6 § Rights to sign on behalf of the company
The Managing Director and the Chairman of the Board of Directors each separately, or two members of the Board of Directors jointly, have the right to sign on behalf of the company as well as two persons authorised by the Board of Directors jointly or each jointly with a member of the Board of Directors. The Board of Directors shall decide on granting procuration rights.

7 § Auditors
The general meeting of shareholders shall elect one (1) auditor of firm of auditors as the company auditor, which must be authorized by the Central Chamber of Commerce. If the selected auditor is not a firm of auditors, one (1) additional deputy auditor shall be elected.
Auditors shall be elected to their duties for an indefinite period.

8 § Invitation to shareholders’ meeting and attendance at a shareholders’ meeting
Invitations to a shareholders’ meeting shall be delivered not earlier than three (3) months and not later than three (3) weeks prior to the shareholders’ meeting; however, a minimum of nine (9) days prior to the shareholders’ meeting reconciliation date as defined in the Companies Act by publishing the invitation on the company’s website or a newspaper decided upon by the Board of Directors or by sending the invitation to the shareholders in a letter mailed to the address specified in the company’s list of shareholders. In order to attend a shareholders’ meeting, shareholders must notify the company of their attendance at the latest on the date specified in the invitation to the meeting, which can be at the earliest ten (10) days before the meeting. The Board of Directors may decide on alternative additional means of participating in the General Meeting so that shareholders may exercise their decision-making rights prior to or during the General Meeting by use of telecommunication or other technical means. The Board of Directors may also decide that the General Meeting is arranged without a meeting venue so that the shareholders exercise their full decision-making powers in real time by use of telecommunication or other technical means during the meeting.

9 § Annual General Meeting
The Annual General Meeting of shareholders shall be held annually on a day determined by the Board of Directors within six (6) months of the end of the accounting period in the same locality as the company’s registered office, in Helsinki, in Vantaa or in Oulu.

At the meeting the following shall be decided:
1. ratification of the financial statement, including the consolidated financial statement;
2. allocation of the profit shown on the balance sheet;
3. release from personal liability of the members of the Board of Directors and the Managing Director;
4. election of the members of the Board of Directors and, when necessary, that of the auditor and deputy auditor;
5. the remuneration to be paid to the members of the Board of Directors and to the auditors; and
6. any other issues listed in the invitation.

10 § Rights attached to shares
The company’s shares are included in the book-entry securities system.

The auditing of a limited-liability company is regulated by the Companies Act and the Auditing Act. The Board of Directors bears overall responsibility for the Group’s accounts and internal supervision

The President is responsible for the practical organization of these matters. Under the Articles of Association, Scanfil plc shall have one auditor of the firm of auditors as the company auditor, which the Central Chamber of Commerce must authorize. If the selected auditor is not a firm of auditors, one additional deputy auditor shall be elected. The auditor is appointed for an indefinite term or until the end of the next Annual General Meeting.

The company’s auditor is Ernst & Young Oy, a company of Authorized Public Accountants, and the principal auditor is Authorized Public Accountant Toni Halonen.

Under the Companies Act, the Board of Directors is responsible for the company’s management and proper organization of operations. The General Meeting elects the members of the Board of Directors. According to the Articles of Association, Scanfil plc’s Board of Directors shall include a minimum of three and a maximum of seven regular members. The Board of Directors elects a Chairman from among its members. The Board of Directors is responsible for deciding on significant matters relating to business strategy, investments, organization and finance and supervising the company’s management and operations. The Board of Directors shall also ensure that supervision of the company’s accounts and asset management is properly organized.

Board of Directors Charter

The tasks and responsibilities of the Board of Directors of Scanfil plc are defined based on the Companies Act, other applicable legislation, the Articles of Association, good governance recommendations and the Board’s charter. The Board carries out an annual review of its operations and regular reviews of the work of the CEO and the Management Team. The main duties of the Board of Directors of Scafil plc include the following:

• confirming the company’s business strategy and monitoring its implementation
• confirming the annual key business targets and monitoring Scanfil Group’s performance
• deciding on strategically significant investments in the Group
• discussing and approving financial statements and interim reports
• appointing and dismissing the CEO and determining their terms of employment and remuneration
• deciding on incentive systems for managers and employees
• monitoring the company’s key operational risks and their management
• confirming the company’s values and operating principles

The Independence of Board of Directors

The Board of Directors has evaluated the independence of its members according to which the majority of members (Dr. Thomas Dekorsy, Bengt Engström, Christina Lindstedt, Juha Räisänen and Minna Yrjönmäki) are independent of the company and independent of the significant shareholders of the company. All members of the Audit committee are independent of the company and its significant shareholders.

Audit Committee

The purpose of the Audit Committee is to supervise the financial reporting process and the reporting of the financial statements and interim reports and to monitor the functionality of the company’s internal supervision and risk management. It also evaluates the appropriateness of auditing and prepares the proposal for the appointment of an auditor.

The company aims to provide the markets with all essential information needed to determine the share price, and to ensure that the company’s management and markets share the same views on the company’s operations and future.

All information that must be published owing to the obligation of a listed company to provide information is posted on the company’s Internet pages in Finnish and English. The company maintains and regularly updates its Internet pages to ensure that investors and shareholders have access to the latest information on the company.

The company’s Board of Directors has confirmed the company’s insider guidelines based on Nasdaq Helsinki’s guidelines for insiders. The insider guidelines define certain practices and decision-making procedures to ensure that the company’s insider administration is organized consistently and reliably.

The company divides insiders into two categories: a) managers with a reporting obligation; and b) project-specific insiders. Managers with a reporting obligation include members of the Board of Directors, the CEO and members of the group’s Management Team. Managers with a reporting obligation cannot trade in the company’s financial instruments during a period before the publication of the company’s interim reports and financial statements releases, starting 30 days before the publication of the interim reports and financial statements releases (“closed window”). Project-specific insiders cannot trade in the company’s financial instruments before the project in question has ended.

In addition, the company has decided that persons who are party to the preparation and drawing up of the company’s interim reports and financial statements releases cannot trade in the company’s financial instruments during a period before the publication of the company’s interim reports and financial statements releases, starting 30 days before the publication of the interim reports and financial statements releases (“expanded closed window”). The expanded closed window also applies to persons who, as a result of their work-related tasks, have access to the group’s sales figures or to sales figures of a business unit that is significant for the total results of Scanfil Group as a whole.

As a result of the entry into force of MAR, the company no longer has any public insiders. From July 3, 2016, the company will publish, in a stock exchange release, all business activities carried out by managers with a reporting obligation and their related parties in the company’s financial instruments in accordance with MAR.

Scanfil plc’s internal control is a continuous process used to ensure profitable and uninterrupted operation. The control function aims to minimize risks by ensuring the reliability of reporting and compliance with laws and regulations.

Internal control is based on the Group’s shared values, ethical guidelines, and industry legislation, from which the operating principles and guidelines are derived. The guidelines cover procedures for core operations. Group and unit management hold the responsibility for the company’s internal control system. Internal control forms an active part of the company’s management and administration. The Group’s operational management holds the responsibility for developing the harmonized business processes included in the control system. The Group’s financial administration coordinates the financial management of the Group.

The controls included in Scanfil’s operating processes form the basis of the company’s financial control. They enable the company to swiftly identify and react to any deviations. The monthly reporting by management is a fundamental part of financial control. It includes producing a rolling forecast, the result of business operations carried out and an analysis of the differences between the forecast and the actual result. The indicators monitored in monthly reporting have been set so they support the achievement of shared Group-level and unit-specific targets, and to identify issues that require control measures. An auditing firm supports the performance of financial control.

The interpretation and application of accounting standards are carried out centrally by the Group’s financial administration. These standards form the basis for the Group’s shared recognition principles and reporting and accounting standards. In order to ensure reliable financial reporting, core functions have shared reporting tools. The use of standardized tools enables continuous control and successful change management.

Internal Audit

The company uses internal auditing that handles internal auditing duties in cooperation with other Group functions, and makes regular reports to the CEO and the Board.

The Market Abuse Regulation EU/No. 596/2014 obligates the managerial employees of the issuer and parties closely associated with them to notify the issuer and the Financial Supervisory Authority (“FSA”) and the company (“Scanfil”) of any transactions they have entered into using the specific issuer’s shares, debt instruments, derivatives or other financial instruments.

Individuals bound by the reporting obligation

Employees working in managerial positions and parties closely associated with them are defined in subsections 25–26 of article 3.1 of MAR (e.g. Member of the Board of Directors, Member of the Management Team).

These business transactions must be reported immediately and no later than within three (3) working days of the completion of the transaction

How to report a business transactions

1.  Register at FSA online portal as a user here
2. File your transaction on FSA online portal (it guides you through step-by-step)
3. Copy the MAR Notification (paint the area and copy) and send it to trading@scanfil.com.

Information needed about the Scanfil plc:
LEI: 7437004XD6U0FFDCT507
Trading code: SCANFL
ISIN codes: FI4000029905

If you have any questions, primarily contact the Financial Supervisory Authority (tel. +358 10 831 51) or send email to trading@scanfil.com.

Further information

Market Abuse Regulation pages at FSA

Scanfil Option Scheme 2022

On 21 April 2022, the Annual General Meeting of Scanfil plc decided to authorize the Board of Directors to decide on granting stock options rights to key personnel of the Scanfil Group and to decide on the terms and conditions of the maximum amount of 1,200,000 option rights.

Based on the authorization, the Board of Directors has on 27 October 2022 decided on general terms and conditions of option plan “Option plan 2022”, and issuing 1,200,000 option rights.

Option Rights 2022

In the same context with the issuing, the CEO, the members of the Management Group and other 17 key personnel were distributed in total 316,000 option rights 2022AI and 2022AII of which the CEO Petteri Jokitalo 120,000 pcs, and the members of the Management Group 20,000 pcs each and other 17 key personnel 96,000 pcs in total.

The total amount of the option program is a maximum of 1,200,000 option rights and they are given free of charge. Of these options, 400,000 will be marked with the codes 2022AI and 2022AII, 400,000 2022BI and 2022BII and 400,000 2022CI and 2022CII. The options entitle the holder to subscribe for a maximum of 1,200,000 of the company’s new or existing shares.

The subscription period for option right 2022AI and 2022AII is 1 May 2025 – 30 April 2027, for option right 2022BI and 2022BII 1 May 2026 – 30 April 2028, and for option right 2022CI and 2022CII 1 May 2027 – 30 April 2029. The total number of option rights can be 1,200,000 and they entitle the key personnel to subscribe for a combined total of 1,200,000 of the company’s new shares or shares in company’s possession.

The share subscription price for 2022AI and 2022AII are the Company’s trading volume weighted by the Company’s average share price on the Nasdaq Helsinki 1 November 2022 – 30 November 2022, for option rights 2022BI and 2022BII the trading volume weighted by the Company’s average share price on the Nasdaq Helsinki 1 November 2023 – 30 November 2023, and for 2022CI and 2022CII the trading volume weighted by the Company’s average share price on the Nasdaq Helsinki 1 November 2024 – 30 November 2024. The share subscription price is entered in the Company’s reserve for invested non-restricted equity.

Remuneration Policy of the Scanfil’s Governing Bodies complies with the recommendations on the Finnish Corporate Governance Code 2020. The remuneration policy comprises the general principles and procedures for the remuneration of Scanfil Plc’s members of the Board of Directors and the CEO. Scanfil Plc’s Annual General Meeting discusses the remuneration policy.

The purpose of the Remuneration Policy is to promote the Company’s long term financial performance and development of shareholder value by rewarding the Company’s senior management by engaging and motivating management to pursue the Company’s strategy in the best interest of all Company’s shareholder’s.

Remuneration policy:

• Preamble
• Decision Making Process
• Remuneration of the Governing Bodies
• Requirements for temporary deviation
• Structure of remuneration

Financial Risk Management

In its business operations, Scanfil Group is exposed to different financial risks. The Group’s treasury operations and financial risks are managed in compliance with the principles approved by the parent company’s Board of Directors. Scanfil’s treasury function, part of the Group’s financial management, provides that financial services and financing transactions are carried out in a manner that enables cost-efficient risk management and optimization of cash flows.

Currency Risk

Scanfil has international operations and is therefore exposed to transaction and translation risks in several currencies. The transaction risk consists of operating and financing cash flows denominated in foreign currencies. The translation risk is related to the conversion of foreign subsidiaries’ income statements and balance sheets into euro.

Transaction Risk

The Group’s operating currency is the euro. Scanfil’s turnover is mainly generated in EUR, CNY, USD and SEK. Half of the Group’s turnover is generated in the Group’s operating currency.

A significant part of the business is done in local operating currencies, which does therefore not create any transaction risk. In addition to the above currencies, the most significant transaction risk associated with the business concern the Polish zloty. Very little sales revenues are created in local currency in Poland, but the local expenses, such as salaries, taxes, etc. are zloty-denominated.

The purpose of currency risk management is to mitigate the uncertainty created by exchange rate fluctuations regarding the Group’s financial results, cash flows and balance sheet. Currency risks can be hedged with forward exchange contracts. The Group’s treasury function monitors that all hedging transactions are carried out in accordance with the Group’s hedging policy.

Translation Risk

The translation risk consists of the equities of foreign subsidiaries. The policy regarding the translation risk is that equity is not hedged.

Interest Rate Risk

The interest rate risk is associated with interest-bearing liabilities. Changes in the interest rates mainly affect the fair values of interest-bearing liabilities in the balance sheet and the interest payments associated with these liabilities. Interest swaps are used for managing the interest rate risk.

Credit Risk

The Group’s credit risk is associated with the trade receivables from its customers. Overdue trade receivables are regularly monitored at the Group level on a monthly basis. The Group companies are responsible for the credit risks of trade receivables, and they monitor trade receivables on a customer-specific basis in compliance with the Group guidelines. The creditworthiness of new customers is checked, and the customers are only granted normal payment terms. Scanfil monitors the credit rating of its customers.

Liquidity Risk

The purpose of cash and liquidity management is to concentrate the Group’s management of cash and cash equivalents, thus ensuring efficient use of the funds. The Group has a Multicurrency Global Cash Pool arrangement in place for ensuring the efficient use of cash and cash equivalents.

The Annual General Meeting 2024 decided to establish a Shareholders’ Nomination Board (Nomination Board).

The Nomination Board is a shareholders’ body responsible for preparing proposals for upcoming Annual General Meetings. When necessary, it also prepares proposals for extraordinary general meetings concerning the election of Board members and the remuneration of the Board of Directors and committee members. The Nomination Board is also responsible for ensuring that the Board of Directors and its members have sufficient knowledge and experience that corresponds to the needs of the company.

The Nomination Board has three members. Two of those members are representatives appointed by the two largest shareholders, and the Chair of the Board of Directors is the third member of the Nomination Board. Each year, the two shareholders that hold the largest share of the votes conferred by all shares in the company pursuant to the shareholders’ register maintained by Euroclear Finland Ltd on the first working day of the September preceding the applicable Annual General Meeting will be entitled to appoint members that represent the shareholders. If the representative of the largest shareholder also serves as the Chair of the company’s Board of Directors, they cannot be appointed as the Chair of the Shareholders’ Nomination Board but may act as the shareholder’s representative as a member of the Nomination Board.

SCHEDULE FOR FINANCIAL INFORMATION

Silent period

Scanfil complies with 21 days silent period before the publication of financial information. During the silent period, the company does not comment on its financial result or operations nor meet investors or analysts.

According to the company’s knowledge, three research companies regularly follow and value Scanfil’s financial performance. Research is commissioned, but independent. Scanfil is not responsible for analysts’ comments and views. For research Inderes and Nordea reports, please visit. Carnegie’s latest report.

Carnegie AB, Stockholm
Jakob Söderblom
+46 734 178 643
jakob.soderblom(at)carnegie.se

Inderes Oyj
Antti Viljakainen
+358 44 591 2216
antti.viljakainen(at)inderes.fi

Nordea Oyj
Pasi Väisänen
+358 9 5300 5192
pasi.vaisanen(at)nordea.com