Wed 26 Apr 2017 02:45:00 PM EEST
SCANFIL PLC STOCK EXCHANGE RELEASE 26 APRIL 2017 at 2:45 pm
SCANFIL PLC'S ANNUAL GENERAL MEETING, 26 APRIL 2017
Scanfil plc's Annual General Meeting has in its meeting on 26 April 2017 confirmed the Financial Statements for 2016 and discharged the Board of Directors and the CEO from liability.
According to Board of Directors’ proposal The Annual General Meeting decided to distribute a dividend total of EUR 0.09 per share. The record date for the payment of dividend is 28 April 2017 and the date of payment of the dividend is 8 May 2017.
The Meeting resolved that the Board of Directors consists of five members. Harri Takanen, Jarkko Takanen, Christer Härkönen, Bengt Engström and Christina Lindstedt were re-elected as members of the Board of Directors.
The meeting decided that the remuneration of Chairman of the Board of Directors is EUR 3,500/month and remuneration of a member of the Board of Directors is EUR 2,000/month. Additionally members of the Committee will receive a compensation of EUR 500/meeting. 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.
In it’s meeting, held after the General Meeting, the Board of Directors elected Harri Takanen as the Chairman of the Board of Directors.
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. The shares will be purchased at the fair value established in public trading at the time of acquisition.
The authorization cancels the authorization given in the Annual General Meeting on 12 April 2016 to repurchase the company's own shares. The authorization will remain in force for 18 months after it is issued.
The Meeting decided according to the Board of Directors’ proposal to authorize the Board of Directors to decide on share issues through one or more issues and the issue of other special rights entitling their holders to shares.
The number of shares to be issued based on the authorization can be no more than 13,000,000 shares.
The Board shall decide on the terms and conditions of share issues and the issue of special rights entitling their holders to shares. The authorization concerns both the issue of new shares and the transfer of treasury shares. Shares and special rights entitling their holders to 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 12 April 2016 to decide on share issues and the issue of special rights entitling their holders to share. The authorization shall be valid until 30 June 2018.
The minutes of the Annual General Meeting will be available on the company's website, www.scanfil.com, as of 10 May 2016.
CEO Petteri Jokitalo
tel +358 8 4882 111
Distribution NASDAQ , Helsinki
Scanfil is an international contract manufacturer and system supplier for the electronics industry with 40 years of experience in demanding contract 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 include mobile and communications network devices, automation system modules, frequency converters, lift control systems, analysers, various slot and vending machines, and devices related to medical technology and meteorology. Scanfil services are used by numerous international automation, energy, IT and health service providers, as well as companies operating in the field of urbanisation. Scanfil’s network of factories consists of 10 production units in Europe, Asia and North America. The total number of employees is 3,500.
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.
Due to legal restrictions, the information on this part of the website is not directed at or accessible to certain persons. We kindly ask you to review the following information and provide the following confirmation each time you wish to access this part of the website. Please note that the terms set out below may be altered or updated and therefore it is important that you review them each time you visit this website.
On 25 May 2015, Scanfil Oyj announced a cash offer to the shareholders in PartnerTech AB regarding acquisition of all the shares in PartnerTech AB (the “Offer”).
The Offer is not being made in any jurisdictions where the Offer or approval of an acceptance of the Offer cannot be made in accordance with laws and regulations in these jurisdictions or where acceptance or ap-proval of an acceptance of the Offer requires additional offer documents, registration or other measures than those required under Swedish law, except in the event of applicable exemptions.
The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law. Documentation relating to the Offer must not be mailed, sent or otherwise distributed to, into or in any country in which the distribution or offering would require any additional measures required to be taken by any law or regulation in such country or that would be in conflict with any law or regulation in such country. Any such action will not be permitted or sanctioned by Scanfil Oyj. Any attempt to accept the Offer in direct or indirect violation of the abovementioned restrictions may be disre-garded.
The Offer is not being made, directly or indirectly, in or into Australia, Hong Kong, Japan, New Zealand, South Africa or the United States or in or into any other jurisdiction in which the distribution or acceptance of the Offer would not be made in compliance with the laws of such jurisdiction or where the acceptance or approval of an acceptance of the offer requires additional offer documents, registration or other measures than those required under Swedish law (together, the "Restricted Jurisdictions") by use of mail or any other means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, tele-phone and the Internet) of interstate or foreign commerce, or of any facility of national security exchange, of the Restricted Jurisdictions, and the Offer cannot be accepted by any such use, means, instrumentality or facility of, or from within, the Restricted Jurisdictions.
Accordingly, this website should not be accessed from, and any documentation relating to the Offer is not being and should not be sent, mailed or otherwise distributed, forwarded or sent into the Restricted Juris-dictions. The offer document, the acceptance form and any documentation related to the Offer will not be sent, and must not be sent, to shareholders with registered addresses in the Restricted Jurisdictions. Banks, brokers and other institutions holding nominee-registered shares on behalf of persons in the Restricted Jurisdictions may not forward the offer documents or any documentation related to the Offer, or otherwise make the Offer available, to such persons.
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