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REMUNERATION STATEMENT 2016

A. Decision-Making Procedure Concerning the Remuneration

Board of Directors
The supreme decision-making bodies are the Annual General Meeting of parent company Scanfil plc and the Board of Directors. The Annual General Meeting elects the members of the Board of Directors and decides on the salary and compensation of the Board.

CEO
The CEO is appointed and dismissed by the Board of Directors, which confirms the terms, salary and other forms of compensation of the CEO. The CEO of the parent company Scanfil plc also acts as the CEO of subsidiaries Scanfil EMS Oy and Scanfil Sweden AB.

The Management Team of Scanfil Oyj

The general guidelines for the Scanfil Group's upper management remuneration system and its terms and conditions are validated by the Scanfil plc's Board of Directors. The CEO decides the salaries and compensation of upper management.

B. Main Principles of Remuneration

Board of Directors

The Annual General Meeting decides on the salary and compensation of the Board.

 It was decided in the Annual General meeting on the 26 April 2017 that:
 - the board members salary is 2,000 euros per month
 - the salary for Chairman of the Board is 3,500 euros per month.

Additionally members of the Committee will receive a compensation of   EUR 500/meeting.

 Travelling expenses are compensated to the Members of the Board according to the Travel Policy of the company. No other benefit is paid to the Members of the Board on the ground of this task.

 The Board Members of Scanfil plc have not been granted shares or share related rights as compensation for the financial year 2016.

  CEO

The CEO has a service contract, which is valid and in force till further notice and both parties have a 6-month period of notice. If the company decides to end the service contract signed with the CEO, a separation payment is made equal to a 12 months salary according to the terms of the service contract.

 Pension age is according to regulations.

 Regular salary in money paid to the CEO in 2016 was EUR 231,040.

 The CEO is covered by an incentive scheme, which is based on both the Groups performance and on achieving personal targets. The Board, which set targets to be met on an annual basis, confirms the salary and other forms of compensation of the upper management. The maximum annual bonus will correspond to 12 months salary. The CEO is also covered by the company's share-based incentive plan.

 Annual bonus paid to the CEO in the year 2016 was EUR 99,000.

 The CEO has no other benefits.

The Management Team of Scanfil Oyj

The members of the Management Team are covered by incentive and option schemes as described above. The personal targets to be met are set together with the CEO.

Annual salaries paid to the management team of the company in 2016 were EUR 1,198,459.00 and annual bonuses were EUR 241,879.00.

The Group upper management team members belong the existing pension plan for their state of residence. President and CEO in addition to five upper management members are covered by the Finnish earnings-related pension scheme, and two upper management members belong to Swedish occupational pension scheme. A pension age of the members of the Management Group is according to regulations, and no voluntary pension insurance has been taken for them.

The termination of the upper management members is agreed in everyone’s  contract of employment.

The Option Scheme

Option rights 2013A
Based on the authorisation by the General Meeting, the Board of Directors has on 18 September 2013 decided to grant the CEO of Scanfil Plc and four key persons at the company's subsidiary Scanfil EMS Oy option rights in all for 225,000 shares. The option rights shall be marked "2013A". Each option right entitles its holder to subscribe for one (1) of the company's new shares or shares in its possession. The subscription period for option right 2013A is 1 May 2016 – 31 April 2018. The subscription period for the option rights included in the option plan will not begin, unless the production and financial goals and conditions, set separately by the Board of Directors for exercising the option rights, are met. The option rights whose goals are not met will expire as determined by the Board. The subscription price of option right 2013A is EUR 0,87, which is the trading-volume weighted average share price in the NASDAQ OMX Helsinki of the period 1 - 31 March 2013.

Option rights 2013B
 Based on the authorisation by the General Meeting, the Board of Directors has on 25 September 2014 decided to grant the CEO and Director of Finanace of Scanfil Plc and three key persons at the company's subsidiary Scanfil EMS Oy option rights in all for 225,000 shares. The option rights shall be marked "2013B". Each option right entitles its holder to subscribe for one (1) of the company's new shares or shares in its possession. The subscription period for option right 2013B is 1 May 2017 – 30 April 2019. The subscription period for the option rights included in the option plan will not begin, unless the production and financial goals and conditions, set separately by the Board of Directors for exercising the option rights, are met. The option rights whose goals are not met will expire as determined by the Board. The subscription price of option right 2013B is EUR 1.41, which is the trading-volume weighted average share price in the NASDAQ OMX Helsinki of the period 1 - 31 March 2014.

 

Option rights 2013C
The option rights shall be marked "2013C". Each option right entitles its holder to subscribe for one (1) of the company's new shares or shares in its possession. The subscription period for option right 2013C is 1 May 2018 – 30 April 2020. The subscription period for the option rights included in the option plan will not begin, unless the production and financial goals and conditions, set separately by the Board of Directors for exercising the option rights, are met. The option rights whose goals are not met will expire as determined by the Board. The subscription price of option right 2013C is EUR 2.91, which is the trading-volume weighted average share price in the NASDAQ OMX Helsinki of the period 1 - 31 March 2015.

Option rights 2016A

Based on the authorisation by the General Meeting, the Board of Directors has decided to grant the CEO and members of the Management Group option rights in all for 250,000 shares as follows:  Petteri Jokitalo 110 000 pcs, Tomi Takanen 20 000 pcs, Keijo Anttila 20 000 pcs, Kai Valo 20 000 pcs, Timo Sonninen 20 000 pcs, Mats Lundin 20 000 pcs, Markku Kosunen 20 000 pcs ja Kristoffer Asklöv 20 000 pcs. The option rights shall be marked "2016A". Each option right entitles its holder to subscribe for one (1) of the company's new shares or shares in its possession. The subscription period for option right 2016A is 1 May 2019 – 30 April 2021. The subscription period for the option rights included in the option plan will not begin, unless the production and financial goals and conditions, set separately by the Board of Directors for exercising the option rights, are met. The option rights whose goals are not met will expire as determined by the Board. The stock options were granted without compensation. The subscription price of option right 2016A is EUR 3.38 which is the trading-volume weighted average share price in the NASDAQ OMX Helsinki of the period 1 - 31 March 2016.

 

Terms of the Option Scheme as a whole are available on the company’s website.

C.  Remuneration Report

 

Remuneration Raport 2016