SCANFIL PLC STOCK EXCHANGE RELEASE 13 July 2015 9.40 A.M.
SUMMONS TO THE EXTRAORDINARY GENERAL MEETING
The shareholders of Scanfil plc are invited to an Extraordinary General Meeting, to be held on Thursday 20 August 2015 at 10.00 a.m. at the Company’s main office, Yritystie 6, 85410 Sievi, Finland.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the general meeting that the number of members of the Board of Directors shall be four (4).
7. Election of members of the Board of Directors
On 25 May 2015, Scanfil announced a recommended cash offer to the shareholders in PartnerTech AB to tender all shares in PartnerTech to Scanfil for SEK 35 per share. The decision was taken to make the purchase offer as communicated by Scanfil plc on 25 June 2015 after 97.3% of all shares and votes in PartnerTech AB had been offered in the purchase offer during the actual offering period, and all preconditions for implementing the purchase offer had been fulfilled. In connection with the arrangement, Scanfil Plc will change the composition of its Board of Directors in order to ensure that there is sufficient expertise in the operations of PartnerTech AB. The Nomination Committee of the Board of Directors of Scanfil plc proposes that one member of the current Board of Directors of PartnerTech AB be appointed to the Board of Scanfil plc.
The Nomination Committee of the Board of Directors of Scanfil plc, and the company’s major shareholders holding over 50% of the shares and votes, propose that the General Meeting re-elect Harri Takanen (born 1968), Jarkko Takanen (born 1967)and Christer Härkönen (born 1957) as Board Members, and elect Bengt Engström (born 1953) as a new board member.
According to the proposal, Harri Takanen would continue as the Chairman of the Board of Directors.
Detailed introduction of first time Board Member nominee Bengt Engström is available on the company’s Internet site at www.scanfil.com.
The term of office of the Board expires at the close of the next Annual General Meeting. The persons nominated to be elected as Members of the Board have announced their consent to election.
8. Resolution on the remuneration of the members of the Board of Directors
Shareholders who hold more than 50% of the shares and votes propose that the remuneration for the members of the Board of Directors is as follows: Chairman of the Board of Directors EUR 2,200/month, member of the Board of Directors EUR 1,700/month.
9. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above proposals of the Board of Directors in the agenda of the General Meeting and this summons to the meeting are available on Scanfil plc’s website at www.scanfil.com. The proposals of the Board of Directors can be downloaded and printed from the website of Scanfil plc and are also available in the General Meeting.
The minutes of the Extraordinary General Meeting will be available at the above mentioned website on 3 September 2015 at the latest and a copy of them will be delivered to the shareholders upon request.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. The right to participate and registration
Eligibility to attend the meeting shall be enjoyed by shareholders who were entered by 10 August 2015 at the latest as shareholders in the register of Scanfil plc’s shareholders kept by Euroclear Finland Oy. In order to be able to attend the General Meeting, shareholders shall register with the company by 4 p.m. on 14 August 2015 at the latest, either in writing to the address Scanfil plc, Yritystie 6, 85410 Sievi, Finland, by telephone, on +358 8 4882 111 or by e-mail email@example.com. When registering by post, the letter shall have arrived before the end of the registration period.
In connection with the registration, the shareholder’s name, personal ID, address, telephone number and name and personal ID of any assistant must be reported. The personal data given is used only in connection with the General Meeting and with the processing of related registrations.
A shareholder present in the General Meeting shall have the right to request information as stated in Section 25(5) of the Limited Liability Companies Act concerning the matters discussed in the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the General Meeting.
Possible proxy documents should be delivered in originals to Scanfil plc, Marjo Nurkkala, Yritystie 6, 85410 Sievi, Finland, before the last date for registration.
3. Holders of nominee registered shares
A shareholder whose shares are nominee registered and who wishes to participate in the Extraordinary General Meeting must be recorded in the company’s shareholders’ register on the matching date of the General Meeting, 10 August 2015. Participation requires that the shares have been registered temporarily in the company’s shareholders’ register on 17 August 2015 by 10 a.m. With regard to nominee registered shares, this is considered a registration for the General Meeting.
It is recommended that the holder of a nominee registered share request the asset manager to provide the necessary instruction concerning registration in the shareholders’ register, issuance of proxies and registration for the General Meeting.
4. Other instructions and information
On the date of this notice the total number of shares and votes in Scanfil plc is 57,730,439 shares and votes.
In Sievi on 13 July 2015
THE BOARD OF DIRECTORS
Distribution: NASDAQ OMX Helsinki Oy