Decisions of the Annual General Meeting of Scanfil plc on 21 April
2022
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.
DividendAccording 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
AuditorThe 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 sharesThe 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 personnelThe 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
sharesThe 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
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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,
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release, such statements use such words as "may," "will," "expect,"
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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
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expectation that such information will in all circumstances be
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