Scanfil
Overview
Financial overview
Equity research
Scanfil’s Q1 revenue fell more than estimated, which also caused EBIT to drop below estimates, however operating margin remained quite high while demand outlook is already showing signs of stabilization.
Scanfil’s Q1 results were expected to be soft relative to the comparison period but still came in somewhat lower than estimated. Scanfil retains its outlook according to which market demand picks up again in H2. Meanwhile the company has focused on some efficiency measures.
Scanfil’s organic growth has been impressive in the recent past, and although a breather is likely in the short-term its long-term potential remains solid due to the account base.
Scanfil’s performance remained strong in Q4 and was largely as expected. H1’24 sees quite high comparison figures, but in our view H2 should again have scope for improvement as Scanfil’s key accounts remain well positioned for growth.
Scanfil’s Q4 top line developed flat as expected, while the EUR 13.4m EBIT missed estimates as there were more than EUR 1m in one-off costs. Scanfil’s FY ’24 guidance stands quite well in line with estimates, so estimate changes are likely to be small.
Scanfil’s Q3 results landed quite near estimates. In our view growth is bound to moderate next year, but EBIT should stay high at around EUR 60m as current volumes hold up.
Scanfil’s Q3 figures were mostly as estimated. The headline revenue figure remained flat, but growth excluding spot market purchases was 9%. The EUR 15.2m EBIT also landed near estimates, and guidance implies Q4 sees similar levels of profitability.
Scanfil cut FY ‘23 guidance down a bit, but the news wasn’t big and EBIT should stay above EUR 60m also next year.
Scanfil’s Q2 results were a bit better than we estimated. Favorable positioning has already produced strong results and thus demand outlook beyond this year drives valuation.
Scanfil’s Q2 results came in somewhat higher than estimated. Top line was a bit higher than we expected, driven by Energy & Cleantech, while EBIT topped our and consensus estimates by some EUR 1m.
Annual financials
Assets
Equity and liabilities
Cashflow
Environment
Social
Governance
Annual and sustainability reports
- Annual report 2021
- Annual report 2020
- Annual report 2019
- Annual report 2018
- Annual report 2017
- Annual report 2016
Company news
Scanfil plc Stock exchange release 28 June 2024 at 9.00 a.m. EEST
Scanfil appointed Anette Mullis as the Chief People Officer and member of the Management Team
Scanfil plc announced the appointment of Anette Mullis (BSc) as Chief People Officer and a member of its Management Team, starting at the latest on October 30, 2024. The role is new at Scanfil and Anette will report directly to CEO Christophe Sut.
“We are delighted to welcome Anette to the Scanfil team. Her extensive leadership experience, broad industry view, and strategic approach to HR make her an ideal fit for our company. Her role is new within Scanfil, and with that we aim to speed up strategy execution by developing HR functions. We view our employees as our most valuable asset, and our ability to hire and retain top talents, is a critical component of our successful strategy execution,” said CEO Christophe Sut.
Anette has over two decades of expertise in strategic human resources management across various international organizations. She has a diverse professional background, working in sectors such as telecoms, electronics manufacturing, biotechnology, and pharmaceuticals. Anette joins Scanfil from Arelion, where she served as Vice President of Human Resources and Sustainability, leading the company’s people and culture strategy. Her previous experience includes senior HR roles at Mycronic, Ericsson, CSL Behring, and Wyeth Pharmaceuticals.
In the attachments, you can find Anette’s CV and picture.
Scanfil plc
For additional information:
Christophe Sut
CEO
tel. +46 721 51 75 02
christophe.sut@scanfil.com
Scanfil Plc is Europe’s largest listed provider of electronics manufacturing services (EMS), whose turnover in 2023 amounted to EUR 902 million. The company serves global sector leaders in the customer segments of Industrial, Energy & Cleantech, and Medtech & Life Science. The company’s services include design services, prototype manufacture, design for manufacturability (DFM) services, test development, supply chain and logistics services, circuit board assembly, manufacture of subsystems and components, and complex systems integration services. Scanfil’s objective is to grow customer value by improving their competitiveness and by being their primary supply chain partner and long-term manufacturing partner internationally. Scanfil’s longest-standing customer account has continued for more than 30 years. The company has global supply capabilities and nine production facilities across three continents. www.scanfil.com
Attachments
Carnegie has published a new commissioned research report on Scanfil.
To access the full report and subscribe to future updates, visit https://www.carnegie.se/en/commissioned-research/scanfil/
Carnegie has published a new flash comment on Scanfil.
To access the full report and subscribe to future updates, visit https://www.carnegie.se/en/commissioned-research/scanfil/
Scanfil plc Inside Information 10 June 2024 at 4.30 p.m. EEST
Scanfil revises its turnover and operating profit downwards for 2024
The market demand has been soft in the first half of the year. This is due to the destocking and economic uncertainty. Operating profit margin is expected to be at a good level throughout the year.
The new outlook for 2024:
Scanfil estimates that its turnover for 2024 will be EUR 780–840 million and its adjusted operating profit will be EUR 54–61 million.
The previous outlook for 2024, issued on 23 February 2024:
Scanfil estimates that its turnover for 2024 will be EUR 820–900 million, and an adjusted operating profit of EUR 57–65 million.
Scanfil publishes its January-June half year report on Tuesday, 6 August 2024 approx. at 8.00 am EEST.
Scanfil plc
For additional information:
Christophe Sut
CEO
tel. +46 721 51 75 02
christophe.sut@scanfil.com
Pasi Hiedanpää
Director, Investor Relations and Communications
tel. +358 50 378 2228
pasi.hiedanpaa@scanfil.com
Scanfil Plc is Europe’s largest listed provider of electronics manufacturing services (EMS), whose turnover in 2023 amounted to EUR 902 million. The company serves global sector leaders in the customer segments of Industrial, Energy & Cleantech, and Medtech & Life Science. The company’s services include design services, prototype manufacture, design for manufacturability (DFM) services, test development, supply chain and logistics services, circuit board assembly, manufacture of subsystems and components, and complex systems integration services. Scanfil’s objective is to grow customer value by improving their competitiveness and by being their primary supply chain partner and long-term manufacturing partner internationally. Scanfil’s longest-standing customer account has continued for more than 30 years. The company has global supply capabilities and nine production facilities across three continents. www.scanfil.com
Attachments
Carnegie has published a new commissioned research report initiating coverage on Scanfil.
To access the full report and subscribe to future updates, visit https://www.carnegie.se/en/commissioned-research/scanfil/
Scanfil plc Decisions of General Meeting 25 April 2024 at 3.45 p.m. EEST
Decisions of the Annual General Meeting of Scanfil plc on 25 April 2024
The Annual General Meeting of Scanfil plc was held without a meeting venue using a remote connection in real time on 25 April 2024 starting at 12.00 p.m. EEST in accordance with Section 8 of the Company’s Articles of Association and Chapter 5, Section 16 Subsection 3 of the Finnish Limited Liability Companies Act.
Scanfil plc's Annual General Meeting confirmed the Financial Statements for 2023 and discharged the Board of Directors and the CEO from liability. The Annual General Meeting considered the Remuneration Report and Policy for Governing Bodies.
Dividend
According to the Board of Directors' proposal, The Annual General Meeting decided to distribute a dividend total of EUR 0.23 per outstanding share. The record date for the payment of dividend is 29 April 2024, and the date of payment of the dividend is 7 May 2024.
The Board of Directors and the Auditor
The Meeting resolved that the Board of Directors consist of six members. Harri Takanen, Thomas Dekorsy, Bengt Engström, Christina Lindstedt and Juha Räisänen and Minna Yrjönmäki were re-elected as members of the Board of Directors.
In its meeting, held after the General Meeting, the Board of Directors elected Harri Takanen as the Chair of the Board of Directors. The Board further resolved to organize the Audit Committee as follows: the members of the Audit Committee are Juha Räisänen (chair), Christina Lindstedt and Minna Yrjönmäki.
Following the Annual General Meeting, the Board of Directors has reassessed the members' independence. Thomas Dekorsy, Bengt Engström, Christina Lindstedt, Juha Räisänen and Minna Yrjönmäki are independent of the Company and 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 Chair of the Board of Directors is EUR 5,000/month, and the remuneration of a member of the Board of Directors is EUR 3,200/month. Additionally, members of the Committee will receive a compensation of EUR 750/meeting and the Chair of the Audit Committee EUR 380/month. In addition, a fee of EUR 380 per face-to-face meeting held outside of the Board Members’ country of residence will be paid. Board members’ travel expenses are paid in accordance with the Company’s travel policy.
The remuneration for the auditor shall be paid against the auditor's reasonable invoice.
Ernst & Young Oy, a company of Authorized Public Accountants, was elected as the Company’s auditor and the main auditor is CPA Toni Halonen. Ernst & Young Oy will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act changing the Finnish Limited Liability Companies Act (1252/2023). The auditor is appointed to a term ending to Annual General Meeting in 2025.
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 at the market price on the date on which the acquisition is made or otherwise at a price formed on the market.
The authorization cancels the authorization given in the Annual General Meeting on 27 April 2023 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 issue, granting shares and issue of special rights entitling to shares
The Meeting decided according to the Board of Directors' proposal to authorize the Board of Directors to decide on share issues and grating option rights.
The number of shares to be issued based on the authorization can be no more than 12,000,000 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 27 April 2023 to decide on share issues and the issue of special rights entitling their holders to share. The authorization shall be valid until 30 June 2025.
Decision on establishing Shareholders’ Nomination Board
The Annual General Meeting resolved to establish a Shareholders’ Nomination Board 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 Charter of the Shareholders’ Nomination Board was adopted. The proposal of the Board of Directors is available on the company’s website www.scanfil.com/agm.
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 Euroclear Finland Oy on the first working day of the September preceding the applicable annual general meeting, will be entitled to appoint members that represent the shareholders.
The minutes of the Annual General Meeting will be available on the Company's website, www.scanfil.com/agm, 9 May 2024 at the latest.
Scanfil plc
The Board of Directors
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding 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.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analyzers and weather solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech and health service providers, as well as companies operating in the field of urbanisation. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. Read more: www.scanfil.com
Not to be published or distributed, directly or indirectly, in any country where its distribution or publication is unlawful. Forward looking statements: certain statements in this stock exchange release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Scanfil Oyj to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this stock exchange release, such statements use such words as "may," "will," "expect," "anticipate," "project," "believe," "plan" and other similar terminology. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of Scanfil Oyj to be materially different from those contained in forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking information contained in this stock exchange release is current only as of the date of this stock exchange release. There should not be an expectation that such information will in all circumstances be updated, supplemented or revised, except as provided by the law or obligatory regulations, whether as a result of new information, changing circumstances, future events or otherwise.
Attachments
Scanfil plc Interim report 24 April 2024 at 8.00 a.m. EEST
Scanfil plc: Solid operational performance and gearing for future growth
January–March
- Turnover totaled EUR 198.9 million (224.6), a decrease of 11.5%
- Operating profit was EUR 12.7 (15.1) million, a decrease of 15.8%
- Operating profit margin was at 6.4% (6.7%)
- Net profit was EUR 9.8 (11.8) million, a decrease of 17.1%
- Earnings per share were EUR 0.15 (0.18)
- Dividend proposal of EUR 0.23 (0.21) per share
Outlook for 2024
Scanfil estimates that its turnover for 2024 will be EUR 820–900 million, and an adjusted operating profit of EUR 57–65 million.
KEY FIGURES | 1-3 2024 | 1-3 2023 | Change,% | 1-12 2023 |
Turnover, EUR million | 198.9 | 224.6 | -11.5 | 901.6 |
Operating Profit, EUR million | 12.7 | 15.1 | -15.8 | 61.3 |
Operating Profit, % | 6.4 | 6.7 |
| 6.8 |
Net Profit, EUR million | 9.8 | 11.8 | -17.1 | 48.2 |
Earnings per Share, EUR | 0.15 | 0.18 | -17.8 | 0.74 |
Return on Equity, % | 14.5 | 20.3 |
| 19.6 |
Equity Ratio, % | 55.5 | 46.5 |
| 53.7 |
Net Gearing, % | 17.1 | 38.7 |
| 19.4 |
Net Cash Flow from Operations, EUR million | 9.7 | -0.9 |
| 68.9 |
Employees, Average | 3,585 | 3,603 |
| 3,671 |
Christophe Sut, CEO:
“I am proud to present the results of Scanfil’s first quarter of 2024. Our team improved operational efficiency and prepared for future growth.
As expected, we faced lower market demand compared to the corresponding period of 2023. The focus in the first quarter of 2024 was on improving the efficiency of our operations. The outcome was a solid 6.8% operating margin excluding layoff costs and changes in foreign exchange rates. Reported operating profit was EUR 12.7 million, with an operating margin of 6.4%, compared to 6.7% last year.
Our operational focus translated into improvement in many areas that benefit our customers. The on-time delivery rate exceeded 98%, a notable improvement from 92% in the corresponding period last year. Despite the lower turnover level, we managed to reduce our overall inventory by EUR 10.3 million. We worked closely with our suppliers to build flexibility into our operations and to improve our supply chain competitiveness. The combined improvement in operational efficiency and delivery performance was a positive step in positioning the company for future growth.
On the turnover side, we reached EUR 198 million, equivalent to a decrease of -8.6%, excluding spot market purchases. Reported revenue change was negative 11.5% compared to last year.
The Energy & Cleantech segment continued to grow, and several new customer projects were implemented during the quarter. Turnover excluding the energy saving solutions developed positively and increased by +11.3%. The market remains dynamic and strong as several countries and organizations are building infrastructure for energy transformation. Our outlook for the segment remains positive long term. The overall turnover changed by -3.3% compared to last year’s first quarter.
The Industrial, and Medtech & Life Science segments were negatively impacted by demand changes and destocking which continued with some customers. We are continuing to work closely with our customers to adjust operations and inventory to the prevailing market situation. The strong variation in demand we experienced during the last 12 months has created a new situation with our key customers. Our collaboration has become much closer with a true teamwork and partnership mindset.
Our financial position is strong, gearing was 17.1%, and equity ratio was 55.5%. Our solid balance sheet enables us to make the investments required to develop our business. Our net cash flow from operations was EUR 9.7 million, a very positive result in comparison to EUR -0.9 in 2023. Scanfil is well-positioned and very capable of financing the potential expansion of its operations organically and inorganically.
During the quarter, we finalized our strategy update and communicated it during our Capital Markets Day event at the beginning of March.
Empowerment is our new value. The aim is to build both accountability as well as solution-oriented culture across the whole company. This started to be realized and it was very pleasing to see every site took action to adjust their costs to defend their margin and make Scanfil more resilient to business cycle changes. We have clear targets and processes to follow-up KPIs regularly across the organization, and when needed we can take actions for improvements.
In addition, we clarified our market segment focus and have created three sales organizations focused on Industrial, Energy & Cleantech, and Medtech & Life Science customers. The change was implemented during the quarter, and it is creating an improved focus on developing customer relationships and building a stronger pipeline in those segments.
In February, we accelerated our sustainability efforts by committing to the Science Based Targets initiative (SBTi) organization’s Net Zero target by 2050. In addition to the good progress in previous years, we are convinced that this new initiative will increase Scanfil’s competitiveness in its core market. Our commitment was also received positively by our major customers.
The outlook for 2024 will remain two-fold. In the first half of the year, the market is expected to remain sluggish, impacting on our turnover and operating profit. In these circumstances, we will continue to work on protecting the operating margin and preparing for future growth. We expect the market to pick up in the second half of the year allowing us to further improve our performance.
I am proud of the work done by our dynamic team in the quarter to protect our operating margin in a slow market, while continuing to transform and prepare Scanfil for growth and potential acquisitions.”
Turnover
The turnover for January–March was EUR 198.9 (224.6) million, a decrease of 11.5% compared to the previous year’s comparison period. The turnover decreased by EUR 25.7 million of which EUR 6.4 million were spot market purchases. Excluding spot market purchases, turnover decreased by 8.6%.
Turnover by customer segment
Industrial
Turnover in January–March was EUR 94.2 (111.2) million, a decrease of 15.3% compared to the same period in 2023. Turnover declined due to destocking and demand changes of a subsegment.
Energy & Cleantech
Turnover in January–March was EUR 70.4 (72.8) million, a decrease of 3.3%. Turnover declined due to lower demand for energy saving solutions. Turnover excluding them increased by 11.3%.
Medtech & Life Science
Turnover in January–March was EUR 34.4 (4o.6) million, a decrease of 15.4% due to destocking and demand changes for some customers.
In January–March, the largest customer accounted for about 11% (13%) of turnover and the top ten customers accounted for about 55% (55%) of turnover.
Operating profit
The operating profit for January–March was EUR 12.7 (15.1) million, 6.4% (6.7%) of turnover. Operating profit was impacted by a lower turnover. However, the company strongly adjusted its operational costs to reflect the demand change. An adjustment in personnel caused some lay-off costs. In addition, operating profit was impacted by the negative impact of foreign exchange rates changes. The operating margin excluding the layoff costs and the foreign exchange rates change impact was 6,8% (6.7%).
Net profit and earnings
The net profit for January–March was EUR 9.8 (11.8) million, a decrease of 17.1%. Earnings per share were EUR 0.15 (0.18). Return on investment was 15.9% (18.7%).
The effective tax rate in January–March was 24.2% (18.9%). The tax rate was negatively impacted by taxes of intercompany dividends and the previous year was impacted positively by EUR 0.3 million tax refund which resulted from a mutual agreement process related to the 2014 tax year in Poland.
Publication of financial releases
This stock exchange release is a summary of the Scanfil Group’s January-March 2024 interim report release and includes the most relevant information of the report. The complete report is attached to this release as a pdf file and is also available on the company’s website at www.scanfil.com.
Online conference
In conjunction with releasing results, Scanfil arranges an online meeting in English language for analysts, investors, and media on the same day 24 April 2024 at 10:00–11:00 a.m. EET. Results will be presented by CEO Christophe Sut and CFO Kai Valo.
You can join the online conference here. The audience can ask questions at the end of the conference.
An on-demand version of the webcast and the presentation material will be available on the company's website later the same day.
Scanfil plc
Additional information:
Christophe Sut, CEO
Tel +46 721 51 75 02
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding 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.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analyzers and environmental measurement solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech and health service providers, as well as companies operating in the field of urbanization. Scanfil’s network of factories consists of nine production units in Europe, Asia and North America.
Not to be published or distributed, directly or indirectly, in any country where its distribution or publication is unlawful. Forward looking statements: certain statements in this stock exchange release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Scanfil plc to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this stock exchange release, such statements use such words as "may," "will," "expect," "anticipate," "project," "believe," "plan" and other similar terminology. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of Scanfil plc to be materially different from those contained in forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking information contained in this stock exchange release is current only as of the date of this stock exchange release. There should not be an expectation that such information will in all circumstances be updated, supplemented or revised, except as provided by the law or obligatory regulations, whether as a result of new information, changing circumstances, future events or otherwise.
Attachments
Scanfil plc Investor news 17 April 2024 at 4:00 p.m. EEST
Scanfil to publish interim report for January-March 2024 on 24 April at 8 a.m. EEST
Scanfil plc to publish interim report for January-March 2024 on Wednesday, 24 April 2024 approximately at 8:00 a.m. EET (7:00 a.m. CET).
Online meeting for analysts, investors and media will be held in English on the same day starting at 10:00 a.m. EET (9:00 a.m. CET). Results will be presented by CEO Christopher Sut and CFO Kai Valo.
You can join the online meeting here. The audience can ask questions either by asking turn to speak or via chat. Questions will be addressed at the end of the meeting.
An on-demand version of the webcast and the presentation material will be available on the company's website later the same day.
For more information:
Pasi Hiedanpää
Director, Investor Relations and Communications
tel. +358 50 378 2228
pasi.hiedanpaa@scanfil.com
Scanfil in brief
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding 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.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analysers and weather solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech and health service providers, as well as companies operating in the field of urbanisation. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. Read more: www.scanfil.com
Attachments
Scanfil plc Stock exchange release 17 April 2024 at 12.00 p.m. EEST
Scanfil’s comparison figures for updated customer segments
In Capital Markets Day on March 5, 2024, Scanfil announced its updated customer segmentation. The updated segmentation enables the company to drive further organic growth and profitability. In the attachment and below, you can find comparison figures for 2021-2023.
EUR million | Q1/2023 | Q2/2023 | Q3/2023 | Q4/2023 |
Industrial | 111.2 | 112.4 | 98.8 | 105.2 |
Energy & Cleantech | 72.8 | 91.3 | 77.6 | 78.5 |
Medtech & Life Science | 40.6 | 39.6 | 36.4 | 37.1 |
In total | 224.6 | 243.3 | 212.8 | 220.8 |
| Q1/2022 | Q2/2022 | Q3/2022 | Q4/2022 |
Industrial | 101.1 | 115.0 | 111.1 | 111.3 |
Energy & Cleantech | 61.9 | 62.0 | 61.9 | 68.4 |
Medtech & Life Science | 33.6 | 35.9 | 38.9 | 42.6 |
In total | 196.6 | 212.9 | 211.9 | 222.3 |
| Q1/2021 | Q2/2021 | Q3/2021 | Q4/2021 |
Industrial | 80.5 | 91.2 | 90.5 | 97.5 |
Energy & Cleantech | 45.3 | 51.3 | 48.2 | 60.3 |
Medtech & Life Science | 29.0 | 28.4 | 29.1 | 33.9 |
Discontinued | 8.5 | 2.0 | 0.0 | 0.0 |
In total | 163.3 | 172.9 | 167.8 | 191.7 |
Further information:
Pasi Hiedanpää
Director, Investor Relations and Communications
email: pasi.hiedanpaa@scanfil.com
tel. +358 50 378 2228
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding 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.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analyzers and weather solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech, connectivity and health service providers, as well as companies operating in the field of urbanization. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. Read more: www.scanfil.com
Attachments
Scanfil plc Stock exchange release 27 March 2024 10.00 a.m. EEST
Scanfil plc’s annual report for 2023 has been published
The Annual Report 2023 includes Sustainability Report, Report by the Board of Directors, Financial Statements, Auditor’s Report, Corporate Governance Statement, and Remuneration Report.
The Financial Statements have been published under the European Single Electronic Format (ESEF) reporting requirements as XHTML file. The audit firm KPMG Oy Ab has provided an independent auditor’s reasonable assurance report on Scanfil’s ESEF Financial Statements.
The Annual Report is attached to this release as PDF and XHTML files. Annual Report is also available here.
Further information:
Pasi Hiedanpää
Director, Investor Relations and Communications
email: pasi.hiedanpaa@scanfil.com
tel. +358 50 378 2228
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding 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.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analyzers and weather solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech, connectivity and health service providers, as well as companies operating in the field of urbanization. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. Read more: www.scanfil.com
Attachments
Scanfil plc: Managers' transactions 22 March 2024 5.00 p.m. EET
Scanfil plc: Managers' transactions – Sonninen
Person subject to the notification requirement
Name: Timo Sonninen
Position: Other senior manager
Issuer: Scanfil Oyj
LEI: 7437004XD6U0FFDCT507
Notification type: INITIAL NOTIFICATION
Reference number: 56384/5/4
____________________________________________
Transaction date: 2024-03-21
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI4000029905
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 6 Unit price: 8.2 EUR
(2): Volume: 137 Unit price: 8.21 EUR
(3): Volume: 86 Unit price: 8.22 EUR
(4): Volume: 300 Unit price: 8.22 EUR
(5): Volume: 75 Unit price: 8.24 EUR
(6): Volume: 109 Unit price: 8.24 EUR
(7): Volume: 101 Unit price: 8.24 EUR
(8): Volume: 66 Unit price: 8.24 EUR
(9): Volume: 550 Unit price: 8.24 EUR
(10): Volume: 35 Unit price: 8.24 EUR
(11): Volume: 627 Unit price: 8.24 EUR
(12): Volume: 520 Unit price: 8.24 EUR
(13): Volume: 627 Unit price: 8.24 EUR
(14): Volume: 353 Unit price: 8.24 EUR
(15): Volume: 1500 Unit price: 8.24 EUR
(16): Volume: 194 Unit price: 8.24 EUR
(17): Volume: 1214 Unit price: 8.24 EUR
(18): Volume: 458 Unit price: 8.3 EUR
(19): Volume: 223 Unit price: 8.3 EUR
(20): Volume: 337 Unit price: 8.3 EUR
(21): Volume: 337 Unit price: 8.3 EUR
(22): Volume: 145 Unit price: 8.3 EUR
(23): Volume: 337 Unit price: 8.3 EUR
(24): Volume: 1163 Unit price: 8.3 EUR
Aggregated transactions (24):
Volume: 9500 Volume weighted average price: 8.25768 EUR
Scanfil plc
For additional information:
Pasi Hiedanpää
Director, Investor Relations and Communications
tel. +358 50 378 2228
pasi.hiedanpaa@scanfil.com
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding 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.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analyzers and environmental measurement solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech, connectivity and health service providers, as well as companies operating in the field of urbanization. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. More information about the company: www.scanfil.com
Attachments
Scanfil plc: Managers' transactions 22 March 2024 11.00 a.m. EET
Scanfil plc: Managers' transactions – Kosunen
Person subject to the notification requirement
Name: Markku Kosunen
Position: Other senior manager
Issuer: Scanfil Oyj
LEI: 7437004XD6U0FFDCT507
Notification type: INITIAL NOTIFICATION
Reference number: 56309/5/4
____________________________________________
Transaction date: 2024-03-21
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI4000029905
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 2223 Unit price: 8.25 EUR
Aggregated transactions (1):
Volume: 2223 Volume weighted average price: 8.25 EUR
Scanfil plc
For additional information:
Pasi Hiedanpää
Director, Investor Relations and Communications
tel. +358 50 378 2228
pasi.hiedanpaa@scanfil.com
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding 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.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analyzers and environmental measurement solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech, connectivity and health service providers, as well as companies operating in the field of urbanization. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. More information about the company: www.scanfil.com
Attachments
Scanfil plc: Managers' transactions 21 March 2024 4.00 p.m. EET
Scanfil plc: Managers' transactions – Sonninen
Person subject to the notification requirement
Name: Timo Sonninen
Position: Other senior manager
Issuer: Scanfil Oyj
LEI: 7437004XD6U0FFDCT507
Notification type: INITIAL NOTIFICATION
Reference number: 56216/6/4
____________________________________________
Transaction date: 2024-03-18
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI4000029905
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 420 Unit price: 8.3 EUR
(2): Volume: 100 Unit price: 8.3 EUR
(3): Volume: 533 Unit price: 8.3 EUR
(4): Volume: 111 Unit price: 8.3 EUR
(5): Volume: 100 Unit price: 8.3 EUR
(6): Volume: 156 Unit price: 8.3 EUR
(7): Volume: 100 Unit price: 8.3 EUR
(8): Volume: 16 Unit price: 8.3 EUR
(9): Volume: 111 Unit price: 8.3 EUR
(10): Volume: 41 Unit price: 8.3 EUR
(11): Volume: 20 Unit price: 8.3 EUR
(12): Volume: 106 Unit price: 8.33 EUR
(13): Volume: 1278 Unit price: 8.33 EUR
(14): Volume: 110 Unit price: 8.36 EUR
(15): Volume: 999 Unit price: 8.36 EUR
(16): Volume: 27 Unit price: 8.36 EUR
(17): Volume: 35 Unit price: 8.36 EUR
(18): Volume: 1978 Unit price: 8.36 EUR
(19): Volume: 31 Unit price: 8.37 EUR
Aggregated transactions (19):
Volume: 6272 Volume weighted average price: 8.33709 EUR
Scanfil plc
For additional information:
Pasi Hiedanpää
Director, Investor Relations and Communications
tel. +358 50 378 2228
pasi.hiedanpaa@scanfil.com
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding 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.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analyzers and environmental measurement solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech, connectivity and health service providers, as well as companies operating in the field of urbanization. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. More information about the company: www.scanfil.com
Attachments
Scanfil plc Notice of the Annual General Meeting 20 March 2024 at 4.00 p.m. EET
Notice of the Annual General Meeting of Scanfil plc
Notice is given to the shareholders of Scanfil plc of the Annual General Meeting to be held on 25 April 2024 at 12:00 p.m. EEST.
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 4 April 2024 and made available on the company’s website: www.scanfil.com/agm.
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 EUR 60,942,965.89 including retained earnings EUR 25,793,374.35. The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.23 per share be paid for the financial year ended on 31 December 2023. The dividend will be paid to those shareholders who, on the matching day 29 April 2024, are entered in the company’s register of shareholders, kept by Euroclear Finland Oy. The proposed dividend payment date is 7 May 2024.
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 4 April 2024 and it will be available on the company’s website www.scanfil.com/agm.
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
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 5,000/month (currently EUR 4,800/month), member of the Board of Directors EUR 3,200/month (currently EUR 3,000/month) and additionally to a member of the Committee EUR 750/meeting (currently EUR 700/meeting) and additionally to the Chairman of the Audit Committee EUR 380/month (currently EUR 350/month). Additional fee of EUR 380 per face-to-face meeting held outside of the Board members’ country of residence (currently EUR 350/face-to-face meeting) will be paid. Board members’ travel expenses are paid in accordance with the company’s travel policy.
13. 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 six (6).
14. Election of members of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors and the company’s major shareholders holding approximately 45% of the shares and votes propose that the Annual General Meeting will re-elect the following board members: Harri Takanen (born 1968), Bengt Engström (born 1953), Christina Lindstedt (born 1968), Juha Räisänen (born 1958), Minna Yrjönmäki (born 1967) and Thomas Dekorsy (born 1963). 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, except Harri Takanen, are independent of the company’s largest shareholders and independent of the company.
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 Ernst & Young Oy auditing firm will be elected as the company’s auditor. The term ends at the end of the 2025 Annual General Meeting.
Ernst & Young Oy has informed the company that if it will be elected CPA Toni Halonen would be appointed as the main auditor.
If Ernst & Young Oy will be elected as the auditor of the company, it will also carry out the assurance of the company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act changing the Finnish Limited Liability Companies Act (1252/2023), and the assurer is paid a remuneration against a reasonable invoice approved by the company.
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 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 27 April 2023 to repurchase the company’s own shares. The authorization is valid for 18 months from when it was granted.
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 27 April 2023 to decide on share issues and the issue of special rights entitling their holders to shares. The authorization shall be valid until 30 June 2025.
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 22 May 2019 at 15:05:25 maximum of 900,000 pcs of shares and authorization registered on 5 July 2022 at 12:55:56 maximum of 1,200,000 pcs of shares), (ii) already registered option and special rights entitling their holders to shares decisions (decisions registered P007 (10.12.2019/11:47:45), P008 (19.11.2020/10:23:20) and P009 (11.01.2022/15:26:55), P010 (05.05.2022/12:11:50) and P011 (21.11.2022 00:01:37), which remain in force.
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 Euroclear Finland Oy on the first working day of the September preceding the applicable annual general meeting, will be entitled to appoint members that represent the shareholders. The Chair of the Board of Directors will request the two largest shareholders, which will be determined as stated above, to each appoint one member to the Nomination Board. The largest shareholders are determined based on their shareholdings in the company’s shareholder register. However, holders of nominee-registered shares and shareholders whose holdings should, according to shareholding disclosure rules, be added together are also taken into account in the appointment process as described in the proposed Charter of the Shareholders’ Nomination Board.
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 Scanfil plc’s website at www.scanfil.com/agm. Scanfil plc’s financial statements, report of the Board of Directors and auditor’s report as well as remuneration policy and remuneration report will be available on the above-mentioned website no later than 4 April 2024. The proposals for resolutions and other documents mentioned above will also be available at the General Meeting.
The minutes of the General Meeting will be available on the above-mentioned website as of 9 May 2024 at the latest.
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 Euroclear Finland Oy on the record date of the General Meeting 15 April 2024 are entitled to participate in the General Meeting. A shareholder whose shares are registered in their personal Finnish book-entry account is entered in the shareholders’ register of the company.
Registration for the General Meeting starts on 21 March 2024 at 10:00 a.m. EET. A shareholder who is entered in the shareholders’ register of the company and who wishes to attend the General Meeting must register no later than 19 April 2024 at 4:00 p.m. EEST, by which time the registration must be received. Shareholders can register for the General Meeting:
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 Euroclear Finland Oy, Yhtiökokous/Scanfil Oyj, P.O. Box 1110, FI-00101 Helsinki, Finland or by email to yhtiokokous@euroclear.com.
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 Scanfil plc by shareholders will only be used in connection with the General Meeting and the processing of the necessary registrations related thereto.
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. 15 April 2024, be entered in the shareholders’ register held by Euroclear Finland Oy. Participation also requires that the shareholder is temporarily entered in the shareholders’ register held by Euroclear Finland Oy on the basis of such shares by 22 April 2024 by 10:00 a.m. EEST at the latest. As regards nominee-registered shares, this constitutes due registration for the General 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.
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 Euroclear Finland Oy, Yhtiökokous/Scanfil Oyj, PL 1110, FI-00101 Helsinki or by e-mail to yhtiokokous@euroclear.com before the end of the registration period. In addition to submitting the proxy documents, the shareholder or their proxy representative must register for the General Meeting as described above in this notice.
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 Euroclear Finland Oy, which includes video and audio access to the General Meeting. Participating in the remote meeting does not require any paid software or downloads. In addition to an internet connection, participation requires a computer, smartphone or tablet with speakers or headphones for sound and a microphone for posing questions or speaking. To participate, participants are recommended to use the latest versions of the most common browsers.
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 4 April 2024 at the latest. It is recommended that participants read the detailed participation instructions before the Meeting.
5. Advance voting
A shareholder who has a Finnish book-entry account may vote in advance between 21 March 2024 at 10:00 a.m. EET and 19 April 2024 at 4:00 p.m. EEST on items 7 – 19 on the agenda of the General Meeting
a) via the company’s website
b) by submitting the advance voting form available on the company’s website or equivalent information to Euroclear Finland Oy by e-mail to yhtiokokous@euroclear.com or by mail to Euroclear Finland Oy, Yhtiökokous/Scanfil Oyj, P.O. Box 1110, FI-00101 Helsinki.
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. 20 March 2024, Scanfil plc has a total of 65,269,993 shares representing the same number of votes. On 20 March 2024, the company holds directly and through subsidiaries a total of 78,738 of its own shares which do not entitle the company to vote at the General Meeting.
20 March 2024
Scanfil plc
The Board of Directors
Attachments
Scanfil plc: Managers' transactions 11 March 2024 5.00 p.m. EET
Scanfil plc: Managers' transactions – Sonninen
Person subject to the notification requirement
Name: Timo Sonninen
Position: Other senior manager
Issuer: Scanfil Oyj
LEI: 7437004XD6U0FFDCT507
Notification type: INITIAL NOTIFICATION
Reference number: 55126/9/6
____________________________________________
Transaction date: 2024-03-07
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI4000029905
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 371 Unit price: 7.95 EUR
(2): Volume: 18 Unit price: 7.95 EUR
(3): Volume: 481 Unit price: 7.95 EUR
(4): Volume: 1490 Unit price: 7.95 EUR
(5): Volume: 29 Unit price: 7.95 EUR
(6): Volume: 1064 Unit price: 7.95 EUR
(7): Volume: 200 Unit price: 7.95 EUR
(8): Volume: 485 Unit price: 7.95 EUR
(9): Volume: 116 Unit price: 7.95 EUR
(10): Volume: 135 Unit price: 7.95 EUR
(11): Volume: 2431 Unit price: 7.95 EUR
(12): Volume: 472 Unit price: 7.95 EUR
(13): Volume: 116 Unit price: 7.95 EUR
(14): Volume: 600 Unit price: 7.95 EUR
(15): Volume: 118 Unit price: 7.95 EUR
(16): Volume: 694 Unit price: 7.95 EUR
(17): Volume: 100 Unit price: 7.95 EUR
(18): Volume: 1770 Unit price: 7.95 EUR
(19): Volume: 130 Unit price: 7.95 EUR
(20): Volume: 54 Unit price: 7.95 EUR
(21): Volume: 5 Unit price: 7.95 EUR
(22): Volume: 171 Unit price: 7.95 EUR
(23): Volume: 1583 Unit price: 7.95 EUR
(24): Volume: 187 Unit price: 7.95 EUR
(25): Volume: 180 Unit price: 7.97 EUR
Aggregated transactions (25):
Volume: 13000 Volume weighted average price: 7.95028 EUR
____________________________________________
Transaction date: 2024-03-07
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI4000029905
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 97 Unit price: 8.1 EUR
(2): Volume: 119 Unit price: 8.1 EUR
(3): Volume: 115 Unit price: 8.1 EUR
(4): Volume: 350 Unit price: 8.1 EUR
(5): Volume: 95 Unit price: 8.1 EUR
(6): Volume: 114 Unit price: 8.1 EUR
(7): Volume: 664 Unit price: 8.1 EUR
(8): Volume: 336 Unit price: 8.1 EUR
Aggregated transactions (8):
Volume: 1890 Volume weighted average price: 8.1 EUR
____________________________________________
Transaction date: 2024-03-08
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI4000029905
Nature of transaction: DISPOSAL
Transaction details
(1): Volume: 3 Unit price: 8.04 EUR
(2): Volume: 110 Unit price: 8.04 EUR
(3): Volume: 57 Unit price: 8.04 EUR
(4): Volume: 625 Unit price: 8.04 EUR
(5): Volume: 318 Unit price: 8.04 EUR
(6): Volume: 225 Unit price: 8.04 EUR
(7): Volume: 17 Unit price: 8.04 EUR
(8): Volume: 983 Unit price: 8.04 EUR
Aggregated transactions (8):
Volume: 2338 Volume weighted average price: 8.04 EUR
Scanfil plc
For additional information:
Pasi Hiedanpää
Director, Investor Relations and Communications
tel. +358 50 378 2228
pasi.hiedanpaa@scanfil.com
Scanfil is an international manufacturing partner and system supplier for the electronics industry with over 45 years of experience in demanding 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.
Typical Scanfil products are modules or integrated products for e.g. self-service application, automation systems, wireless connectivity modules, climate control systems, collection and sorting systems, analyzers and environmental measurement solutions. Scanfil services are used by numerous international automation, safety, energy, cleantech, connectivity and health service providers, as well as companies operating in the field of urbanization. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. More information about the company: www.scanfil.com
Attachments
| Shareholders | Date | % of Shares | % of Votes |
|---|---|---|---|
| Takanen Harri Tapio | 30.04.2024 | 15.2% | 15.2% |
| Takanen Jarkko Tapani | 30.04.2024 | 12.6% | 12.6% |
| Varikot Oy | 30.04.2024 | 11.7% | 11.7% |
| Takanen Jorma | 30.04.2024 | 9.9% | 9.9% |
| Tolonen Jonna Maria | 30.04.2024 | 5.1% | 5.1% |
| Pöllä Reijo | 30.04.2024 | 5.1% | 5.1% |
| Laakkonen Mikko Kalervo | 30.04.2024 | 3.9% | 3.9% |
| Riitta Ja Jorma J. Takasen Säätiö | 30.04.2024 | 2.9% | 2.9% |
| Takanen Martti Tapio | 30.04.2024 | 2.5% | 2.5% |
| Sijoitusrahasto Aktia Capital | 30.04.2024 | 2.1% | 2.1% |
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Company Facts
Guidance
Scanfil expects to generate EUR 820-900m in revenue and EUR 57-65m in operating profit for 2024
Financial targets
Scanfil targets 5-7% organic CAGR in revenue and 7% operating margin
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