Scanfil plc Stock exchange release 21 April 2022 at 5.00 p.m. EET
Decisions of the Annual General Meeting of Scanfil plc on 21 April 2022
Annual General Meeting of Scanfil plc was held through exceptional procedures on 21 April 2022 in Helsinki, Finland in accordance with the temporary legislative act to limit the spread of the COVID-19 pandemic. The Company’s shareholders and their proxy representatives were able to participate in the General Meeting and exercise their shareholder rights only through voting in advance as well as by making counterproposals and presenting questions in advance. It was not possible to participate in the meeting in person at the meeting venue.
Scanfil plc’s Annual General Meeting has, in its meeting on 21 April 2022, confirmed the Financial Statements for 2021 and discharged the Board of Directors and the CEO from liability. The Annual General Meeting considered the Remuneration Report for governing bodies.
Dividend
According to the Board of Directors’ proposal, The Annual General Meeting decided to distribute a dividend total of EUR 0.19 per outstanding share. The record date for the payment of dividend is 25 April 2022, and the date of payment of the dividend is 2 May 2022.
The Board of Directors and the Auditor
The Meeting resolved that the Board of Directors consist of four members. Harri Takanen, Bengt Engström, Christina Lindstedt and Juha Räisänen were re-elected as members of the Board of Directors.
In its meeting, held after the General Meeting, the Board of Directors elected Harri Takanen as the Chairman of the Board of Directors. The Board further resolved to organize the Board committees as follows: the members of the Audit Committee are Juha Räisänen (chair), Christina Lindstedt and Harri Takanen, and the members of the Nomination and Compensation Committee are Harri Takanen (chair) and Bengt Engström.
Following the Annual General Meeting, the Board of Directors has reassessed the members’ independence. Bengt Engström, Christina Lindstedt and Juha Räisänen are independent of the Company and major shareholders. Harri Takanen is not independent of the Company and major shareholders. A more detailed description of the independence assessment of the Board members is available on the Company’s website.
The meeting decided that the remuneration of Chair of the Board of Directors is EUR 4,500/month, and remuneration of a member of the Board of Directors is EUR 2,800/month. Additionally, members of the Committee will receive a compensation of EUR 650/meeting and the Chair of the Audit Committee EUR 300/month. In addition, a fee of EUR 300 per face-to-face meeting held outside of the Board Members country of residence will be paid. Board members’ travel expenses are paid in accordance with the company’s travel policy.
The remuneration for the auditor shall be paid against the auditor’s reasonable invoice.
The Company’s auditor is KPMG Oy AB, a company of Authorized Public Accountants, and the main auditor is Authorized Public Accountant Kirsi Jantunen. The auditor is appointed for an indefinite term.
Authorization on the acquisition of the Company’s own shares
The Meeting decided according to the Board of Directors’ proposal to authorize the Board of Directors to decide on the acquisition of the Company’s own shares.
The maximum number of the shares to be repurchased shall not exceed 5,000,000 shares. Company shares will be purchased with funds from the Company’s non-restricted equity, in which case the acquisition will decrease the Company’s distributable non-restricted equity.
Shares will be purchased in another proportion than that of the holdings of the current shareholders. Purchasing will take place through public trading arranged by Nasdaq Helsinki Oy at the market price on the date on which the acquisition is made or otherwise at a price formed on the market.
The authorization cancels the authorization given in the Annual General Meeting on 22 April 2021 to repurchase the Company’s own shares. The authorization will remain in force for 18 months after it is issued.
Authorization to decide on a share issue and grating option rights to the key personnel
The Meeting decided according to the Board of Directors’ proposal to authorize the Board of Directors to decide on share issues and grating option rights in one or more issues with or without a consideration to Scanfil Group’s key personnel.
The number of shares to be issued or given based on the authorization, including shares subscribed based on the basis of option rights, can be no more than 1,200,000 shares.
The Board shall decide on the terms and conditions of share and option right issues. Shares and option rights can be issued in deviation from the shareholders’ pre-emptive rights (directed issue). Under the authorization, the Board of Directors may resolve to issue shares and option rights entitling to the Company without consideration.
Authorization to decide on share issue, granting shares and issue of special rights entitling to shares
The Meeting decided according to the Board of Directors’ proposal to authorize the Board of Directors to decide on share issues and grating option rights.
The number of shares to be issued based on the authorization can be no more than 11,800,000 shares.
The Board shall decide on the terms and conditions of share issues. The authorization concerns both the issue of new shares and the transfer of treasury shares. Shares can be issued in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorization cancels the authorization given in the Annual General Meeting on 22 April 2021 to decide on share issues and the issue of special rights entitling their holders to share. The authorization shall be valid until 30 June 2023.
The minutes of the Annual General Meeting will be available on the Company’s website, www.scanfil.com, as of 5 May 2022.
Scanfil plc
Petteri Jokitalo
CEO
Additional information:
CEO Petteri Jokitalo
tel +358 8 4882 111
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding manufacturing. Scanfil provides its customers with an extensive array of services, ranging from product design to product manufacturing, material procurement and logistics solutions. Vertically integrated production and a comprehensive supply chain are the foundation of Scanfil’s competitive advantages: speed, flexibility and reliability.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analysers and weather solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech and health service providers, as well as companies operating in the field of urbanisation. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. Read more: www.scanfil.com
Not to be published or distributed, directly or indirectly, in any country where its distribution or publication is unlawful. Forward looking statements: certain statements in this stock exchange release may constitute “forward-looking” statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Scanfil Oyj to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this stock exchange release, such statements use such words as “may,” “will,” “expect,” “anticipate,” “project,” “believe,” “plan” and other similar terminology. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of Scanfil Oyj to be materially different from those contained in forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking information contained in this stock exchange release is current only as of the date of this stock exchange release. There should not be an expectation that such information will in all circumstances be updated, supplemented or revised, except as provided by the law or obligatory regulations, whether as a result of new information, changing circumstances, future events or otherwise.