SCANFIL PLC STOCK EXCHANGE RELEASE 12 APRIL 2016 1.40 P.M.
SCANFIL PLC’S ANNUAL GENERAL MEETING, 12 APRIL 2016
Scanfil plc’s Annual General Meeting has in its meeting on 12 April 2016 confirmed the Financial Statements for 2015 and discharged the Board of Directors and the CEO from liability.
According to Board of Directors’ updated proposal The Annual General Meeting decided to distribute a dividend total of EUR 0.0799 per share taking into account the company’s current number of shares. The record date for the payment of dividend is 14 April 2016 and the date of payment of the dividend is 21 April 2016.
The Meeting resolved that the Board of Directors consists of five members. Harri Takanen, Jarkko Takanen, Christer Härkönen and Bengt Engström were re-elected as members of the Board of Directors and Christina Lindstedt as a new Board Member. The meeting decided that the remuneration of Chairman of the Board of Directors is EUR 2,200/month and remuneration of a member of the Board of Directors is EUR 1,700/month.
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 Authorised Public Accountants, and the main auditor is Authorised 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 8 April 2015 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 authorisation 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 authorisation 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 8 April 2015 to decide on share issues and the issue of special rights entitling their holders to share. The authorization shall be valid 30 June 2017.
The Meeting decided to authorize the Board of Directors to decide on granting option rights to specific key people of Scanfil Group. The total number of option rights is 900,000 and they entitle the key personnel to subscribe for a combined total of 900,000 of the company’s new shares or shares in its possession.
The subscription price of shares subscribed with option rights is based on the trading volume weighted by the Company’s average share price on the NASDAQ Helsinki in March 2016, 2017, and 2018. The subscription period for option right 2016A is 1 May 2019 – 30 April 2021, option right 2016B is 1 May 2020 – 30 April 2022 and option right 2016C 1 May 2021 – 30 April 2023. Commencement of the subscription period requires that the production or financial goals defined annually by the Board are met. Terms of the Option Scheme as a whole are available on the company’s website at: www.scanfil.fi/investors/admistration/generalmeeting.
The minutes of the Annual General Meeting will be available on the company’s website, www.scanfil.com, as of 26 April 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 urbanization. Scanfil’s network of factories consists of 16 production units in Europe, Asia and North America. The total number of employees is 3,500.