SCANFIL PLC STOCK EXCHANGE RELEASE 19 APRIL 2012 3.30 P.M.
SCANFIL PLC’S EXTRAORDINARY GENERAL MEETING ON 19 APRIL 2012
Scanfil plc’s Extraordinary General Meeting was held at company’s main office in Sievi on 19 April 2012.
The Meeting resolved that the Board of Directors consists of four members.
Jorma J. Takanen, Tuomo Lähdesmäki and Jarkko Takanen were re-elected as Members of the Board of Directors and Päivi Marttila as a new Board Member. The meeting decided that the remuneration of Members of the Board of Directors is EUR 1,300/month.
In its meeting, held after the General Meeting, the Board of Directors elected Jorma J. 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.
Shares can be repurchased to develop the company’s capital structure, for use as consideration in acquisitions or to finance other arrangements, as part of the company’s incentive scheme or to be further disposed of, to be held or retired.
The Board of Directors will decide on other matters related to the acquisition of the company’s 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 the disposal of the Company’s own shares.
The maximum number of the shares to be conveyed shall not exceed 5,000,000 shares. The Board of Directors was authorized to decide to whom and in which order to transfer the Company’s treasury shares. The Board of Directors may decide to transfer the Company’s own shares in another proportion than that of the shareholders’ pre-emptive rights to the Company’s own shares.
Shares may be transferred as consideration, for example, in acquisitions or other arrangements, or as part of the company’s incentive scheme in the manner and within the scope determined by the Board. The Board is also authorized to decide on selling company shares in public trading to fund possible acquisitions.
The authorization includes the right for the Board to decide on all other conditions relating to the transfer of company shares. The Board of Directors’ authorization for the conveyance of the company’s shares will remain in force for three (3) years from the General Meeting’s decision.
The minutes of the Extraordinary General Meeting will be available on the company’s website, www.scanfil.com, as of 3 May 2012.
CEO Harri Takanen
Tel +358 8 4882 111
Distribution NASDAQ OMX, Helsinki