SCANFIL PLC STOCK EXCHANGE RELEASE 18 APRIL 2013 2.15 P.M.
SCANFIL PLC’S ANNUAL GENERAL MEETING, 18 APRIL 2013
Scanfil plc’s Annual General Meeting has in its meeting on 18 April 2013 confirmed the Financial Statements for 2012 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 0.04 per share. The record date for the payment of dividend is 23 April 2013 and the date of payment of the dividend is 30 April 2013.
The Meeting resolved that the Board of Directors consists of five members. Jorma J. Takanen, Jarkko Takanen and Tuomo Lähdesmäki were re-elected as members of the Board of Directors and Harri Takanen and Riitta Kotilainen were elected as new members of Board of Directors. The meeting decided that the remuneration of Chairman of the Board of Directors is EUR 2,000/month and remuneration of a member of the Board of Directors is EUR 1,500/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 Antti Kääriäinen. 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 with distributable assets.
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 OMX 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 19 April 2012 to repurchase the company’s own shares. The authorization will remain in force for 18 months after it is issued.
The Meeting decided to authorize the Board of Directors to decide on granting option rights to specific key people of the company and its subsidiaries. The total number of option rights is 750,000 and they entitle the key personnel to subscribe for a combined total of 750,000 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 OMX Helsinki Oy in March 2013, 2014, and 2015. The subscription period for option right 2013A is 1 May 2016 – 30 April 2018, option right 2013B is 1 May 2017 – 30 April 2019 and option right 2013C 1 May 2018 – 30 April 2020. 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/generalmeeting2013.
The minutes of the Annual General Meeting will be available on the company’s website, www.scanfil.com, as of 2 May 2013.
CEO Petteri Jokitalo, tel +358 8 4882 111
Distribution NASDAQ OMX, Helsinki
Scanfil Group is engaged in contract manufacturing for international telecommunications technology and professional electronics manufacturers.
Scanfil has over 35 years of experience in demanding contract manufacturing. Scanfil is a systems supplier that offers its products and services to international telecommunications systems manufacturers and professional electronics customers. Typical products are equipment systems for mobile and public switched telephone networks, automation systems, frequency converters, lift control systems, equipment and systems for electricity production and transmission, analysers, slot machines and different meteorological instruments. The company has production facilities in China, Estonia, Hungary and Finland.
The associated company of Scanfil Group:
Greenpoint Oy (Scanfil EMS Oy’s share of ownership 40%) focuses on development and supply of solutions and equipment, which improve placements, visibility and sales of customer products in the Point-Of-Sale. The Greenpoint product portfolio includes a large variety of refrigerated merchandisers, displays and integrated check-out zone concepts. The company serves both brand owners and retail chains internationally. Along with the European markets Greenpoint Oy has entered North and Latin American markets through partnerships. www.greenpoint.fi