SCANFIL PLC’S ANNUAL GENERAL MEETING, 23 APRIL 2020
SCANFIL PLC STOCK EXCHANGE RELEASE 23 APRIL 2020 2.15 P.M.Following the Annual General Meeting, the Board of Directors has reassessed the members’ independence. Christina Lindstedt, Bengt Engström, and Juha Räisänen are independent of the Company and major shareholders. Christer Härkönen is independent of major shareholders but not independent of the Company. Jarkko Takanen is independent of the Company but not independent of major shareholders. Harri Takanen is not independent of the Company and major shareholders. A more detailed description of the independence assessment of the Board members is available on the Company’s website.The meeting decided that the remuneration of Chairman of the Board of Directors is EUR 4,000/month, and remuneration of a member of the Board of Directors is EUR 2,400/month. Additionally, members of the Committee will receive a compensation of EUR 550/meeting. An additional fee of EUR 200 per face-to-face meeting will be paid for the Board Members living outside of Finland. 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 Authorized Public Accountants, and the main auditor is Authorized Public Accountant Kirsi Jantunen. The auditor is appointed for an indefinite term.
Authorization on the acquisition of the Company’s own shares
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 24 April 2019 to repurchase the Company’s own shares. The authorization will remain in force for 18 months after it is issued.
Authorization to decide on share issues
The Meeting decided according to the Board of Directors’ proposal to authorize the Board of Directors to decide on share issues.
The number of shares to be issued based on the authorization can be no more than 13,000,000 shares.The Board shall decide on the terms and conditions of share issues. The authorization concerns both the issue of new shares and the transfer of treasury shares. 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 24 April 2019 to decide on share issues and the issue of special rights entitling their holders to share (authorization registered on 22 May 2019/15:05). The authorization shall be valid until 30 June 2021.The minutes of the Annual General Meeting will be available on the Company’s website, www.scanfil.com, as of 7 May 2020.
SCANFIL PLCAdditional information:
CEO Petteri Jokitalo
tel +358 8 4882 111Distribution NASDAQ , Helsinki
Major Media
www.scanfil.comScanfil 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.