Notice to the Scanfil plc’s Annual General Meeting
Scanfil plc Stock exchange
release 24 March 2022 at 2.30 p.m.
EETNotice to the Scanfil
plc’s Annual General
Meeting The shareholders of Scanfil plc are invited to the
Annual General Meeting, to be held on Thursday 21 April 2022
beginning at 12:00 at the premises of Borenius Attorneys Ltd, at
Eteläesplanadi 2, 00130 Helsinki, Finland.Shareholders of the
company and their proxy representatives may participate in the
meeting and exercise shareholder rights only through voting in
advance as well as by making counterproposals and presenting
questions in advance. People may not participate the meeting in
person at the venue. Instructions for shareholders are presented in
this notice under section C “Instructions for the participants in
the General Meeting”.The Board of Directors of the company has
resolved on the exceptional procedure for the meeting based on the
temporary legislative act (375/2021) to limit the spread of the
Covid-19 pandemic so that the Annual General Meeting can be held in
a predictable manner taking into account the health and safety of
the company’s shareholders, personnel and other stakeholders.
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 orderThe Chair of the Meeting will
be Juha Koponen, Attorney-at-law. In case Juha Koponen would not be
able to act as the Chair of the Meeting for a weighty reason, the
Board of Directors will name another person it deems most suitable
to act as the Chair. The Chair may appoint a secretary for the
meeting. 3. Election of persons to scrutinize the minutes
and to supervise the counting of votesThe
person to confirm the minutes and to verify the counting of votes
will be Akseli Uotila, LL.M. In case Akseli Uotila would not be
able to act as the person to confirm the minutes and to verify the
counting of votes for a weighty reason, the Board of Directors will
name another person it deems most suitable to act in that
role.4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of
the list of votesThe shareholders who have voted in
advance within the advance voting period and who have the right to
participate in the meeting pursuant to Chapter 5 Sections 6 and 6 a
of the Finnish Limited Liability Companies Act will be recorded to
have attended the meeting. The list of votes will be adopted
according to the information provided by Euroclear Finland Oy.
6. Presentation of the annual accounts, the report of the
board of directors and the auditor’s report for the year
2021.Company’s Financial Statements, consolidated
Financial Statements, the Report of the Board of Directors and
Auditor’s Report for the financial year 2021 will be published on
week 12, 2022 and made available on the company’s website:
www.scanfil.com/agm.As participation in the Annual General Meeting
is possible only by voting in advance, the company’s Annual Report
2021, which includes the company’s Financial Statements and the
consolidated Financial Statements, the Report of the Board of
Directors, the Auditor’s Report and Sustainability Report (NFI)
which will be published during the week 12, 2022 and available on
the company’s website www.scanfil.com/agm is deemed to have been
presented to the Annual General Meeting.7. Adoption of the
Financial Statements and the Consolidated Financial
StatementsThe Board of Directors proposes that the Annual
General Meeting adopt the Financial Statements. The Auditor of the
company supports the adaption of the Financial
Statements.8. Resolution on the use of the profit shown on
the balance sheet and the payment of dividend The parent
company’s distributable funds are EUR 64,773,284.67 including
retained earnings EUR 31,264,893.13. The Board of Directors
proposes to the Annual General Meeting that a dividend of EUR 0.19
per share be paid for the financial year ending on 31 December
2021. The dividend matching day is 25 April 2022. The dividend will
be paid to those shareholders who, on the matching day, are entered
in the Company’s Register of Shareholders, kept by Euroclear
Finland Ltd. The dividend payment day is 2 May 2022.9.
Resolution on the discharge of the members of the Board of
Directors and the CEO from liability for the financial period of
January 1, 2021 – December 31, 2021. 10. Handling
of the Remuneration Report for governing bodies The
proposal for the Remuneration Policy of the company’s governing
bodies was approved without voting at the Annual General Meeting in
2020.The Remuneration Report for the governing bodies describes the
basis and outcomes of the Remuneration policy of the Board of
Directors and the CEO in the previous financial period. As
participation in the Annual General Meeting is possible only in
advance, the Remuneration Report will be published as a part of the
Annual Report 2021 during the week 12, 2022. It will be available
on the Company’s website www.scanfil.com/agm, is deemed to have
been presented to the Annual General Meeting. The Board of
Directors proposes to the Annual General Meeting to approve the
Remuneration Report for governing bodies for 2021. The Annual
General Meeting’s resolution on the Remuneration Report is
advisory.11. Resolution on the remuneration of the members
of the Board of Directors The Nomination and Remuneration
Committee of the Board of Directors proposes that the remuneration
for the members of the Board of Directors is as follows: Chairman
of the Board of Directors EUR 4,500/month (current EUR
4,200/month), member of the Board of Directors EUR 2,800/month
(current EUR 2,600/month) and additionally to a member of the
Committee EUR 650/meeting (current EUR 600/meeting) and
additionally to the Chairman of the Audit Committee EUR 300/month
(currently no monthly remuneration). Additional fee of EUR 300 per
face-to-face meeting held outside of the Board Members country of
residence (currently EUR 200/face-to-face meeting for members
having residence outside of Finland) will be paid. Board members’
travel expenses are paid in accordance with the company’s travel
policy. 12. Resolution on the number of members of the
Board of Directors The Nomination and Remuneration
Committee of the Board of Directors proposes that the number of
members of the Board of Directors shall be four (4).13.
Election of members of the Board of Directors The
Nomination and Remuneration Committee of the Board of Directors
proposes and the company’s major shareholders holding 45% of the
shares and votes have informed to support, that the Annual General
Meeting will re-elect the following board members: Harri Takanen
(born 1968), Bengt Engström (born 1953), Christina Lindstedt (born
1968) and Juha Räisänen (born 1958). Harri Takanen would be
re-elected as the Chair of the Board of Directors.The term of
office of the Board Members expires at the close of the first
Annual General Meeting following the one at which they were
elected. All Board Member nominees have given their consent to the
election. Out of the nominees Bengt Engström, Christina Lindstedt
and Juha Räisänen are independent of the company’s largest
shareholders. Out of the nominees Bengt Engström, Christina
Lindstedt and Juha Räisänen are independent of the company. More
information about the Members of the Board of Directors can be
found at www.scanfil.com/board-of-directors.14.
Remuneration of the Auditor The Board of Directors
proposes that the auditor is paid according to a reasonable
invoice. 15. Election of the Auditor The Board of
Directors proposes that KPMG Oy Ab auditing firm will continue as
the company’s auditor. The term begins at the end of the 2022
Annual General Meeting and ends at the end of the 2023 Annual
General Meeting.KPMG Oy Ab has informed the Company that if it will
be re-elected CPA Kirsi Jantunen continues as the main auditor.
16. Authorizing the Board to decide on purchasing the
company’s own sharesThe Board of Directors proposes to the
Annual General Meeting that the Board of Directors is authorized to
decide on the re-purchase 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 7.7% of all shares of the company at the time of
publication the summons to the Annual General Meeting. 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. The decision to
purchase own shares may not be made in such a way that the total
number of own shares held or pledged by the company and its
subsidiaries exceeds one tenth of all shares. The shares will be
acquired otherwise than in proportion to the share ownership of the
shareholders via public trading arranged by Nasdaq Helsinki Ltd at
the market price on the date on which the acquisition is made or
otherwise at a price formed on the market.The shares can be
purchased to develop the company’s capital structure, to be used as
remuneration in corporate acquisitions or the funding of other
business arrangements, or as part of the company’s incentive system
or otherwise to be forwarded, to be retained by the company, or to
be annulled. The Board of Directors will decide on other matters
related to the acquisition of the company’s shares.The
authorization cancels the authorization given in the Annual General
Meeting on 22 April 2021 to repurchase the company’s own shares.
The authorization is valid for 18 months from when it was
granted.17. Authorizing the Board of Directors to decide
on share issue and granting of option
rightsThe Board of Directors proposes to the Annual
General Meeting that Board of Directors be authorized to decide on
issuance of new shares, shares held by the company and granting of
option rights as defined under Section 1 of Chapter 10 of the
Companies Act to the key personnel of the Scanfil Group as part of
the Group’s incentive and commitment scheme mainly under the
following conditions:Shares and option rights can be given through
one or more issues with or without a consideration.The Board of
Directors proposes that the number of shares to be issued or given
under the authorization, including shares subscribed on the basis
of option rights, may not exceed one million two hundred thousand
(1,200,000) shares, corresponding to approximately 1.8% of all
shares and votes at the time of the notice to the Annual General
Meeting.The Board of Directors decides on all of the conditions of
the issuance of shares and the issuance of option rights, including
the criteria for determination of the subscription price of the
issued shares and the final subscription price of the issued new
shares, as well as the approval of the share subscriptions, the
allocation of the new shares or shares held by the company to be
issued and the final number of the shares to be issued.The share
issue and the issuance of option rights is proposed to include the
right to deviate from the shareholders’ pre-emptive subscription
right, provided that there is a weighty financial reason for the
deviation from the Company’s point of view (directed issue).
Directed issue can be carried out without consideration only if it
is beneficial to the company and all of its shareholders and it has
a weighty financial reason. Under the authorization, the Board of
Directors may resolve to issue shares and option rights entitling
to the Company without consideration.For reasons of clarity the
authorization granted to the Board of Directors in this section or
otherwise in this Annual General Meeting to decide on share issue,
granting of option rights and the issue of special rights entitling
their holders to shares will neither cancel nor replace: (i) the
authorization granted to the Board to decide on issue of option
rights or other special rights entitling their holders to shares
(among others but without limitation to (a) authorization
registered on 26 May 2016 at 14:21:08 maximum of 900,000 pcs of
shares and (b) authorization registered on 22 May 2019 at 15:05:25
maximum of 900,000 pcs of shares), (ii) already registered option
and special rights entitling their holders to shares decisions
(decisions registered P004 (29.12.2016 / 15:44:02), P005
(07.12.2017/10:45:54), P006 (22.07.2019/09:26:54), P007
(10.12.2019/11:47:45), P008 (19.11.2020/10:23:20) and P009
(11.01.2022/15:26:55)), (iii) nor authorization notified to the
Finnish Patent and Registration Office on 2 March 2022 (record
number 2022/660530), which remain in force.18.
Authorizing the Board of Directors to
decide on share issue, granting shares and issue of special rights
entitling to sharesThe Board proposes that the Annual
General Meeting authorizes the Board to decide on giving or
granting shares, and issue special rights entitling to shares as
referred in Chapter 10 Section 1 of the Finnish Limited Liability
Companies Act with the following terms:The shares and special
rights entitling to shares can be given through one or more issues
with or without a consideration. The number of shares to be issued
based on the authorization can be no more than 11,800,000 shares,
including special rights entitling to shares, which accounts for
18.2% of all of the company’s shares at the time of publication the
summons to the Annual General Meeting.The Board shall decide on the
terms and conditions of share issues and special rights entitling
to shares. The authorization applies to both the issue of new
shares and the transfer of own shares. Share issues and granting
special rights entitling to shares can be issued in deviation from
the shareholders’ pre-emptive rights if the company has a weighty
financial reason (directed share issue). Directed share issue can
be carried out without consideration only if it is beneficial to
the company and all of its shareholders and it has a weighty
financial reason. The authorization cancels the authorization given
in the Annual General Meeting on 22 April 2021 to decide on share
issues and the issue of special rights entitling their holders to
share (authorization registered on 27 May 2021/10:00:01). The
authorization shall be valid until 30 June 2023.For the sake of
clarity, the authorization granted to the Board of Directors in
this section to decide on share issue and special rights entitling
to shares as referred in Chapter 10 Section 1 of the Finnish
Limited Liability Companies Act will neither cancel nor replace:
(i) the authorization granted earlier to the Board to decide on
issue of option rights and issue of special rights entitling their
holders to shares (among others but without limitation to (a)
authorization registered on 26 May 2016 at 14:21:08 maximum of
900,000 pcs of shares and (b) authorization registered on 22 May
2019/15:05:25 maximum of 900,000 pcs of shares), (ii) already
registered option and special rights entitling their holders to
shares decisions (decisions registered P004 (29 December 2016
/15:44:02), P005 (7 December 2017/10:45:54), P006 (22 July
2019/09:26:54), P007 (10 December 2019/11:47:45), P008 (19 November
2020/10:23:20) and P009 (11.01.2022/15:26:55)), (iii) nor
authorization notified to the Finnish Patent and Registration
Office on 2 March 2022 (record number 2022/660530), which remain in
force.19. Closing of the
meetingB. DOCUMENTS OF THE GENERAL
MEETING This notice, which incorporates the agenda
proposals to the Annual General Meeting is available on Scanfil
plc’s website at www.scanfil.com/agm. Scanfil plc’s annual
accounts, the report of the Board of Directors and the auditor’s
report and remuneration statement as well as corporate governance
statement will be available on the above mentioned website on week
12, 2022. Copies of these documents, this notice and proposals will
be sent to shareholders upon request and will be available on the
above mentioned website at the time of the Annual General Meeting.
The minutes of the meeting will be available on the abovementioned
website on 5 May 2022 at the latest.C. INSTRUCTIONS FOR THE
PARTICIPANTS IN THE GENERAL MEETING In order to limit the
spread of the Covid-19 pandemic, the Annual General Meeting will be
held in such a way that shareholders will not be able to attend the
meeting place. The shareholders may participate in the Annual
General Meeting and exercise their rights as shareholders only by
voting in advance, either in person or through a proxy, and by
submitting counter-proposals and questions in advance in accordance
with the instructions below, taking into account the limitations of
the temporary legislative act. The voting list of the Annual
General Meeting and the results of the voting are determined solely
on the basis of advance voting.1. Shareholders registered
in the shareholders’ registerThe right to participate in
the Annual General Meeting is held by shareholders who were entered
by 7 April 2022 at the latest as shareholders in the register of
Scanfil plc’s shareholders kept by Euroclear Finland Oy. A
shareholder, whose shares have been recorded in his/her personal
book-entry account, is registered in the company’s shareholders’
register. A shareholder may attend the meeting only by voting in
advance and submitting counterproposal and asking questions in
advance as described below. 2. Registration and advance
votingRegistration and advance voting will begin on 29
March 2022 at 10 am following the expiration of the deadline for
submitting counterproposals to be taken to vote. In order to be
able to vote in advance in the Annual General Meeting, shareholders
shall register and vote in advance with the company by 4 pm on 12
April 2022 at the latest when the registration and vote needs to be
submitted. Registration for the Annual General Meeting without
prior voting is not considered participation in the Annual General
Meeting.A shareholder, who has a personal Finnish book-entry
account, may register and vote in advance on certain items on the
agenda of the Annual General Meeting from 10 am on 29 March 2022
until 4 pm on 12 April 2022 by the following means:a) Through the
Company website at www.scanfil.com/agm The electronic registration
and advance voting of shareholders who are private individuals,
requires the use of strong electronic identification with Finnish
online banking credentials or mobile certificate. In this
connection, the shareholder may, if necessary, authorize a proxy
for herself/himself.Shareholders who are legal entities are not
required to have strong electronic identification. However, the
book-entry account number and other required information are
required.b) By mail or emailA shareholder may send an advance
voting form, which will be made available on the Company website at
www.scanfil.com/agm or corresponding information by mail to
Euroclear Finland Ltd, Yhtiökokous, PL 1110, 00101 Helsinki,
Finland or by email to yhtiokokous@euroclear.eu. If a shareholder
participates in the meeting by sending the votes in advance by mail
or email to Euroclear Finland Ltd before the end of the
registration and advance voting period, this delivery of votes
constitutes registration for the Annual General Meeting, provided
that the above-mentioned information required for registration is
included.Instructions relating to advance voting may also be found
at the Company website www.scanfil.com/agm at the latest on 29
March 2022 at 10 am.Upon registration, a shareholder is requested
to disclose the shareholder’s name, personal/business ID, address,
telephone number, book-entry number and name and personal ID of any
legal representative or proxy must be reported. The personal data
given by the shareholder to Scanfil plc and Euroclear Finland Oy is
used only in connection with the general meeting and with the
identification of the shareholder and processing of related
registrations. Shareholders are requested to note that personal
information provided in connection with registration and advance
voting by email is possibly sent through an unsecure connection on
the shareholder’s own responsibility.3. 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.The proxy representative
of a shareholder may only participate by voting in advance in the
manner instructed in this notice. The proxy representative of
shareholders who are legal entities, can register the legal entity
she/he represents to the Annual General Meeting on the company’s
website www.scanfil.com/agm and proceed to the actual voting. The
proxy must also send a power of attorney or a similar document
stating the proxy’s right to represent the legal entity to the
company by e-mail to agm@scanfil.com or by mail to Scanfil plc,
Annual General Meeting, Yritystie 6, 85410 Sievi, Finland. Votes
will be registered in the system only after a power of attorney
with the required information has been submitted to the company.A
shareholder who does not vote in advance personally, may
participate in the General Meeting and exercise their rights
therein by a centralised proxy representative designated by the
company, who is Akseli Uotila, LL.M from Borenius Attorneys Ltd. or
a person independent of the company designated by him from Borenius
Attorneys Ltd. Further information on the centralised proxy
representative appointed by the company is available at:
https://www.borenius.com/people/akseli-uotila/. The executed Power
of Attorney including the voting instructions shall be delivered to
Akseli Uotila by regular mail or by email (contact information
below) prior to the end of registration and voting period, by which
the said documents must be received. The authorisation of a proxy
representative appointed by the company does not incur any expenses
to the shareholders except for possible expenses incurring from the
delivery of proxy materials.The contact information of the proxy
representative designated by the company:mail address: Borenius
Attorneys Ltd., Akseli Uotila, Eteläesplanadi 2, 00130 Helsinki,
Finlandemail: Scanfil.AGM2022@borenius.comtelephone: +358 20 713
3167Shareholders may also participate in the Annual General Meeting
and exercise their rights at the meeting through another proxy
representative. Should a shareholder participate in the Annual
General Meeting by means of several proxy representatives
representing the shareholder with shares on different book-entry
accounts, the shares by which each proxy representative represents
the shareholder shall be identified in connection with the
registration. The shareholder’s proxy representative must also
register and vote in advance as described in this invitation. A
model power of attorney and advance voting instructions will be
available on the company’s website at 10:00 on 29 March 2022 at the
latest, when the deadline for submitting counterproposals for
voting has expired. Possible power of attorney including the
advance voting instructions are required to be delivered by email
to yhtiokokous@euroclear.eu or by mail to Euroclear Finland Oy,
Yhtiökokous / Scanfil plc, PL 1110, 00101 Helsinki, Finland prior
to the end of registration and voting period, by which the said
documents must be received.The delivery of the power of attorney
including the advance voting instructions prior to the end of
registration and voting period is deemed as the registration to the
Annual General Meeting if the required information mentioned above
are provided. Scanfil plc may request original power of attorneys
if the company considers it necessary. 4. Holders of
nominee registered shares A holder of nominee registered
shares has the right to participate in the Annual General Meeting
by virtue of such shares based on which he/she would be entitled to
be registered in the shareholders’ register of the company held by
Euroclear Finland Ltd on the matching date of the Annual General
Meeting, 7 April 2022. Participation requires that shareholders’
shares have been registered temporarily in the company’s
shareholders’ register held by Euroclear Finland Ltd on 14 April
2022 by 10 am, at the latest. With regard to nominee registered
shares, this is considered a registration for the Annual General
Meeting. Changes in the shareholdings after the matching date do
not have an effect on right to participate nor number of votes in
the Annual 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 temporary
shareholders’ register, issuance of proxies and registration for
the Annual General Meeting in a timely manner. Asset managers’
custodian bank has to register a holder of nominee registered
shares, who wants to participate in the Annual General Meeting,
into the temporary shareholders’ register of the company at the
latest by the time stated above and ensure the advance voting for
the holder of the nominee registered shares. 5. Other
instructions and information Shareholders who hold at
least one-hundredth of all the shares in the company have a right
to make counterproposals to the agenda items, to be taken to vote.
Such counterproposals must be delivered to Scanfil plc by email to
agm@scanfil.com no later than 28 March 2022 at 4 pm. In connection
with submitting a counterproposal, shareholders are required to
provide adequate evidence of their shareholding. Any
counterproposal will be addressed by the Annual General Meeting
subject to the shareholder having the right to participate in the
Annual General Meeting and holding at least one-hundredth of all
shares in the company on the record date of the Annual General
Meeting. Should any counterproposal not be addressed at the
meeting, advance votes in favor of the counterproposal will not be
taken into account. The company will publish possible
counterproposals to be taken to vote at the latest on 29 March 2022
at the company website www.scanfil.com/agm. Pursuant to Chapter 5
Section 25 of the Finnish Limited Liability Companies Act, a
shareholder may present questions with respect to the matters to be
considered at the Annual General Meeting no later than 5 April 2022
at 4 pm. Questions can be delivered by email agm@scanfil.com or
mail Scanfil plc, Annual General Meeting, Yritystie 6, 85419 Sievi,
Finland. Such questions by shareholders and responses of the
company’s management to such questions and possible
counterproposals not taken into agenda and voting will be available
on the company’s website at www.scanfil.com/agm by no later than 8
April 2022. As a prerequisite for presenting questions and
counterproposals, a shareholder must present evidence of his/her
shareholding.On the date of this notice, 24 March 2022, the total
number of shares and votes in Scanfil plc is 64,959,993 shares and
votes. On the date of this notice the company holds 138,738 own
shares. According to the Finnish Companies Act, shares held by the
Company or its subsidiary are not entitled to attend the Annual
General Meeting. In the Annual General Meeting arrangements Scanfil
plc follows the instructions given by the authorities and updates
its Annual General Meeting instructions as-needed basis. 24 March
2022Scanfil PlcThe Board of Directors
Scanfil Oyj (LSE:0Q59)
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