Notice of the Annual General Meeting of
Notice is given to the shareholders of
The General Meeting will be held without a meeting venue as a remote meeting referred to in Section 8 of the Articles of Association and in Chapter 5, Section 16(3) of the Finnish Limited Liability Companies Act using a real-time remote connection. Instructions to participants have been provided in Part C of this notice.
Shareholders may also exercise their voting rights by voting in advance. Instructions on advance voting have been provided in Part C of this notice of the General Meeting.
A. Matters on the agenda of the General Meeting
The following matters will be discussed at the General Meeting:
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording of the legality of the Meeting
5. Recording of the attendance at the Meeting and adoption of the list of votes
6. Presentation of the financial statements, the report of the Board of Directors and the auditor’s report for the year 2023
Presentation of the CEO’s review.
The company’s Financial Statements, consolidated Financial Statements, the Report of the Board of Directors and Auditor’s Report for the year 2023 will be published at the latest on
7. Adoption of the Financial Statements and the Consolidated Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividend
The parent company’s distributable funds are
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of the Remuneration Report for governing bodies
The Remuneration Report will be published at the latest on
11. Handling of the Remuneration Policy for governing bodies
The company’s remuneration policy for the governing bodies was last presented to the Annual General Meeting in 2020. The remuneration policy must be presented to the Annual General Meeting at least every four years or every time material changes are made to the policy.
The Board of Directors proposes that the Annual General Meeting supports the remuneration policy for the governing bodies. The resolution of the Annual General Meeting on this matter is advisory.
The remuneration policy for governing bodies is attached to this notice and available on the company’s website at www.scanfil.com/agm.
12. Resolution on the remuneration of the members of the Board of Directors
13. Resolution on the number of members of the Board of Directors
14. Election of members 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, except
More information about the current and nominated Members of the Board of Directors can be found at www.scanfil.com/board-of-directors.
15. Resolution on the remuneration of the auditor
The board proposes that the auditor be paid a fee based on a reasonable invoice.
16. Election of the auditor
The Board of Directors proposes that
If
17. Authorisation of the Board of Directors to decide on the acquisition of the company’s own shares
The 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 that summons 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
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
18. Authorisation of the Board of Directors to decide on the issuance of shares, options and other special rights entitling their holders to shares
The 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 12,000,000 shares, including special rights entitling to shares, which accounts for approximately 18.4% of all of the company’s shares at the time of publication that summons 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 an especially weighty financial reason.
The authorization cancels the authorization given in the Annual General Meeting on
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 earlier authorizations 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 authorization registered on
19. Establishment of a Shareholders’ Nomination Board
The Board of Directors proposes to the General Meeting that a Shareholders’ Nomination Board be established to prepare proposals to upcoming annual general meetings and, where necessary, to any extraordinary general meetings concerning the election of the board members and remuneration of the members of the Board of Directors and of board committee members. The Nomination Board is also responsible for ensuring that the Board of Directors and its members have a sufficient level of knowledge and experience that corresponds to the needs of the company. In addition, the Board of Directors proposes to the General Meeting that the Charter of the Shareholders’ Nomination Board is adopted. The proposal of the Board of Directors is available on the company’s website www.scanfil.com/agm.
According to the proposal of the Board of Directors, the Nomination Board has three members. Two of those members are representatives appointed by the two largest shareholders, and the Chair of the Board of Directors is the third member of the Nomination Board.
Each year, those two shareholders that hold the largest share of the votes conferred by all shares in the company pursuant to the shareholders’ register maintained by
If a shareholder does not wish to exercise its right of appointment, the right will be transferred to the next largest shareholder that would otherwise not have the right of appointment.
The Chair of the Board of Directors will convene the first meeting of each term of office of the Nomination Board, and the representative of the largest shareholder will be appointed as the Chair of the Nomination Board, unless the members of the Nomination Board unanimously decide otherwise. Once the Nomination Board has been elected, the company will make the composition public by means of a stock exchange release.
The Nomination Board must submit its proposals annually to the Board of Directors at the latest on the 31st day of the January preceding the applicable annual general meeting. The Nomination Board must keep the proposals confidential until the company has published the relevant proposals. Provisions of the Finnish Securities Markets Act are applicable to the insider information potentially received by the members of the Nomination Board.
The established Nomination Board will operate until further notice, i.e., until the general meeting decides otherwise. The term of office of the members of the Nomination Board will end upon the appointment of the new Nomination Board. The members of the Nomination Board will not receive any compensation for acting as a member thereof. The members will be compensated for their travel costs in accordance with the company’s travel policy. In order to carry out its duties and where necessary, the Nomination Board may, at a cost approved by the company, retain the services of external experts.
20. Closing of the Meeting
B. Documents of the General Meeting
The above-mentioned proposals for resolutions on the agenda of the General Meeting and this notice are available on
The minutes of the General Meeting will be available on the above-mentioned website as of
C. Instructions for Meeting participants
1. Shareholders recorded in the shareholders’ register
Shareholders who are registered in the shareholders’ register of the company held by
Registration for the General Meeting starts on
a) via the company’s 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. Registering requires strong electronic identification with a bank ID or mobile certificate. In this context, the shareholder can, if necessary, authorize a representative.
Legal entities are not required to have strong electronic identification. However, the legal entities must provide the number of share account and other required information.
b) by e-mail or mail.
A shareholder registering by e-mail or mail must send a registration form, which will be made available on the company website at www.scanfil.com/agm or corresponding information by mail to
When registering, shareholders must provide the requested information, such as the shareholder’s name, date of birth/personal identification number or business ID, address, telephone number and e-mail address and the name of any assistant or proxy representative and the proxy representative’s date of birth/personal identification number. The personal data provided to
2. Holders of nominee-registered shares
Holders of nominee-registered shares are entitled to participate in the General Meeting on the basis of the shares that would entitle them to, on the record date of the General Meeting, i.e.
Holders of nominee-registered shares are advised to request well in advance the necessary instructions regarding temporary registration in the shareholders’ register, the issuing of proxy documents and voting instructions, and registration for the General Meeting as well as remote participation and advance voting from their custodian bank. The account manager of the custodian bank has to temporarily register the holder of nominee-registered shares who wishes to attend the Annual General Meeting in the shareholders’ register of the company by the aforementioned date and time at the latest and, if necessary, arrange for advance voting on behalf of the holder of nominee-registered shares before the end of the registration period for holders of nominee-registered shares. Further information is also available on the company’s website at www.scanfil.com/agm.
3. Proxy representatives and proxy documents
Shareholders may attend the General Meeting and exercise their rights at the Meeting through a proxy representative. A shareholder’s proxy representative may also elect to vote in advance as described in this notice if they so wish. The shareholder’s proxy representative must present a dated proxy document or otherwise prove in a reliable manner that they are entitled to represent the shareholder at the General Meeting. A model proxy document and voting instructions are available on the company’s website at www.scanfil.com/agm. If a shareholder participates in the General Meeting through several proxy representatives representing the shareholder with shares held in different securities accounts, the shares on the basis of which each proxy representative represents the shareholder must be specified in connection with the registration.
Any proxy documents must be submitted by mail to
Shareholders that are legal entities can also use the suomi.fi e-Authorizations service instead of a traditional proxy document. The proxy representative will be authorised in the suomi.fi e-Authorizations service at www.suomi.fi/e-authorizations (mandate “Representation at the General Meeting”). In the general meeting service, the authorised person must in connection with the registration identify themselves by using strong electronic identification, after which the electronic mandate is automatically checked. Strong electronic identification requires Finnish online banking codes or a mobile certificate. More information on the electronic authorisation is available at www.suomi.fi/e-authorizations.
4. Participation instructions
Shareholders who have the right to participate in the General Meeting will participate in the Meeting and exercise their full rights in real time during the Meeting using a remote connection.
Remote access to the General Meeting will be provided through the online General Meeting service provided by
The participation link and username and password for remote participation will be sent by e-mail to the e-mail address provided in connection with the registration after the end of the registration period and approximately two hours before the meeting. It is advisable to test the network connection and log in to the meeting system well in advance of the meeting’s start time.
More detailed information on the general meeting service, additional instructions to proxy representatives representing more than one shareholder, contact details of the service provider and instructions in case of possible disruptions can be found on the company’s website at www.scanfil.com/agm on
5. Advance voting
A shareholder who has a Finnish book-entry account may vote in advance between
a) via the company’s website
b) by submitting the advance voting form available on the company’s website or equivalent information to
Advance votes must be received by the time the advance voting ends. The submission of votes in this way before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that it contains the above information required for registration.
A shareholder who has voted in advance cannot exercise the right to ask questions under the Finnish Companies Act or demand a vote unless they attend the General Meeting in person or by proxy remotely.
With respect to nominee-registered shareholders, the advance voting is carried out via the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares whom they represent in accordance with the voting instructions given by such holders of nominee-registered shares during the registration period set for the nominee-registered shareholders.
Proposals for resolutions that are subject to advance voting are deemed to have been presented at the General Meeting without any changes. The conditions and other instructions regarding electronic advance voting are available on the company’s website at www.scanfil.com/agm.
6. Other instructions and information
The meeting language is Finnish. The CEO’s review will be held in English.
Shareholders present at the General Meeting have the right to ask questions about the matters discussed at the Meeting in accordance with Chapter 5, Section 25 of the Finnish Companies Act. Shareholders may exercise their right to ask questions during the Meeting also in writing. The General Meeting may, under the conditions provided for in Chapter 5, Section 25 a of the Finnish Companies Act, decide on the principles in accordance with which questions submitted in writing may be combined and edited. The answers of the company’s management to the questions submitted in writing during the Meeting will be published on the company’s website within two weeks of the Meeting. However, the General Meeting may decide that the question must be answered at the Meeting.
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes held by a shareholder.
On the date of this notice of the Meeting, i.e.
The Board of Directors
Attachments
- Download announcement as PDF.pdf
- Remuneration Policy of Governing Bodies Scanfil Oyj 2024.pdf
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