SCANFIL PLC STOCK EXCHANGE RELEASE 21 MARCH 2012 00.30 P.M
SUMMONS TO THE EXTRAORDINARY GENERAL MEETING
The shareholders of Scanfil plc are invited to an Extraordinary General Meeting, to be held on Thursday 19 April 2012 at 1.00 p.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 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 EUR 1,300/month.
7. 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).
8. Election of members of the Board of Directors
Sievi Capital plc’s (”Sievi Capital”) Extraordinary General Meeting on 22 November decided on the demerger of Sievi Capital as a partial demerger into the investment company Sievi Capital and contract manufacturing company Scanfil plc in accordance with the demerger plan, in which Jorma J. Takanen, Asa-Matti Lyytinen, Tuomo Lähdesmäki, Reijo Pöllä and Jarkko Takanen were appointed as members of Scanfil plc’s Board of Directors. Jorma J. Takanen was appointed as Chairman of the Board. The execution of the demerger was entered in the Trade Register on 1 January 2012.
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 Jorma J. Takanen, Tuomo Lähdesmäki and Jarkko Takanen as Board Members, and elect Päivi Marttila as a new board member.
Detailed introduction of first time Board Member nominee Päivi Marttila 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.
9. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the repurchase of the company’s own shares as follows:
The Board of Directors is authorized to decide on the purchase of a maximum of five million (5,000,000) company shares, which accounts for 8.66% of all shares of the company. 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 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.
10. To authorise the Board to decide on the disposal of company shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to decide on the conveyance of the company’s own shares as follows:
The Board of Directors is authorized to convey a maximum of five million (5,000,000) company shares, which accounts for 8.66% of all shares of the company.
The Board of Directors will be 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.
11. 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.fi. 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 General Meeting will be available at the above mentioned website on 3 May 2012 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 5 April 2012 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 16 April 2012 at the latest, either in writing to the address Scanfil plc, Yritystie 6, 85410 Sievi, Finland, by telephone, on +358 8 4882 310, to Ms Tanja Koskela 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 General Meeting must be recorded in the company’s shareholders’ register on the matching date of the General Meeting, 5 April 2012. Participation requires that the shares have been registered temporarily in the company’s shareholders’ register on 16 April 2012 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 Vantaa on 21 March 2012
THE BOARD OF DIRECTORS
Distribution: NASDAQ OMX Helsinki Oy