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2010-04-08 14:45:00 CEST 2010-04-08 14:45:01 CEST REGULATED INFORMATION Scanfil - Decisions of general meetingSCANFIL PLC'S ANNUAL GENERAL MEETING, 8 APRIL 2010SCANFIL PLC STOCK EXCHANGE RELEASE 8 APRIL 2010 3.45 P.M. SCANFIL PLC'S ANNUAL GENERAL MEETING, 8 APRIL 2010 Scanfil plc's Annual General Meeting has in it's meeting on 8 April 2010 confirmed the Financial Statements for 2009 and discharged the Board of Directors and the President from liability. According to Board of Directors' proposal The Annual General Meeting decided to distribute a dividend total of EUR 0.12 per share on the market. The record date for the payment of dividend is 13 April 2010 and the date of payment of the dividend is 20 April 2010. The Meeting resolved that the Board of Directors consists of five members. Jorma J. Takanen, Asa-Matti Lyytinen, Reijo Pöllä, Jarkko Takanen and Tuomo Lähdesmäki were re-elected as members of the Board of Directors. The meeting decided that the remuneration of Chairman of the Board of Directors is EUR 1,500/month, of a member not employed by the company EUR 2,000/month and of member employed by the company EUR 500/month. 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 Authorised Public Accountants, and the main auditor is Authorised Public Accountant Ari Ahti. The auditor is appointed for an indefinite term. In it's meeting, held after the General Meeting, the Board of Directors elected Jorma J. Takanen as the Chairman of the Board of Directors and Asa-Matti Lyytinen as Vice Chairman of the Board of Directors. The Meeting approved the Board of Directors' proposal to amend the Articles of Association. The first paragraph of Article 7 of the Articles of Association was amended so that an invitation to a shareholders' meeting must be delivered at the earliest three (3) months and at the latest three (3) weeks before the meeting, however not later than nine days before the matching date for the shareholders' meeting, by publishing the invitation on the company's website or a newspaper selected by the Board of Directors or by sending letters to shareholders by ordinary post at the addresses recorded in the shareholders' register. Article 9 of the Articles of Association was amended to the following form: The company's shares are included in a book-entry securities system. 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 3,000,000 shares. The shares will be purchased using the company's non-restricted equity in compliance with the regulations of the Companies Act in force. 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. The acquisition of shares will decrease the Company's distributable non-restricted reserves. The authorization cancels the authorization given in the Annual General Meeting on 26 March 2009 to repurchase the company's own 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 issuance of shares. The Annual General Meeting authorized the Board of Directors to decide on the transfer of a maximum of 5,900,000 treasury shares held by the company in compliance with the regulations of the Companies Act in force. The authorization includes the transfer of treasury shares already held by the company and own shares purchased based on the authorization presented above. The Board of Directors was authorized to decide on all the terms and conditions of the share issue and share warrants. The authorization concerns both the issue of new shares and the transfer of treasury shares. The Board of Directors may decide to transfer the shares issued in share issues as a directed issue in deviation from shareholders' pre-emptive rights. The shares are transferred at the fair value established in public trading at the time of transfer and they may also be transferred against other consideration than money. The authorization cancels the authorization given in the Annual General Meeting on 26 March 2009 to decide on share issues. The authorization will remain in force for three years after it is issued. The minutes of the Annual General Meeting will be available on the company's website, www.scanfil.com, as of 22 April 2010. SCANFIL PLC Harri Takanen President Additional information President Harri Takanen, tel +358 8 4882 111 Distribution NASDAQ OMX Helsinki Major Media www.scanfil.com Scanfil is a global contract manufacturer and systems supplier for communication and industrial electronics with over 30 years experience in demanding contract manufacturing Scanfil offers contract-manufacturing services as a systems supplier to the telecommunication industry, mainly to wireless communication sector, as well as to the industrial electronics industry. Main telecommunication products are among others integrated enclosure systems for mobile phone and ADSL networks and assembly and testing of modules related to enclosure systems. Examples of industrial electronics products include box-built tested devices, various electronic modules, backplanes and assembled circuit boards as well as cable assemblies. Production plants are situated in China, Hungary, Estonia and Finland. |
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