Decision of Scanfil plc's Board of Directors on stock option plan

Scanfil plc     Stock Exchange Release     28 October 2022 at 8:00 a.m. EET

Decision of Scanfil plc's Board of Directors on stock option plan

On 21 April 2022, the Annual General Meeting of Scanfil plc decided to authorize the Board of Directors to decide on granting stock options rights to key personnel of the Scanfil Group and to decide on the terms and conditions of the maximum amount of 1,200,000 option rights. Based on the authorization, the Board of Directors has today on 28 October 2022 decided on general terms and conditions of option plan “Option plan 2022”, and issuing 1,200,000 option rights.

In the same context, the CEO, the members of the Management Group and other 17 key personnel were distributed in total 316,000 option rights of which the CEO Petteri Jokitalo 120,000 pcs, and the members of the Management Group 20,000 pcs each and other 17 key personnel 96,000 pcs in total. Distributed option rights shall be marked as "2022AI” and “2022AII".

Each option right entitles its holder to subscribe for one (1) of the company's new shares or shares in its possession. The subscription period for option rights 2022AI and 2022AII is 1 May 2025 – 30 April 2027. The subscription period for the option rights included in the option plan will not begin, unless the production and financial goals and conditions, set separately by the Board of Directors for exercising the option rights, are met.

The option rights whose goals are not met will expire as determined by the Board. The stock options were issued gratuitously. The subscription price of option rights 2022AI and 2022AII is the trade volume weighted average quotation of the Scanfil plc share on Nasdaq Helsinki Ltd during the period of 1 November 2022 – 30 November 2022.

General Terms and Conditions of the option plan

The total number of option rights according to the option plan is at maximum 1,200,000 and they are issued gratuitously. Of the option rights, 400,000 are marked as 2022AI and 2022AII, 400,000 as 2022BI and 2022BII and 400,000 as 2022CI and 2022CII. The option rights enable the subscription of a total of maximum 1,200,000 of the Company's new shares or shares in its possession.

The subscription period for option right 2022AI and 2022AII is 1 May 2025 – 30 April 2027, for option right 2022BI and 2022BII 1 May 2026 – 30 April 2028, and for option right 2022CI and 2022CII 1 May 2027 – 30 April 2029. The total number of option rights can be 1,200,000 and they entitle the key personnel to subscribe for a combined total of 1,200,000 of the company's new shares or shares in company’s possession.

The share subscription price for 2022AI and 2022AII are the Company's trading volume weighted by the Company's average share price on the Nasdaq Helsinki 1 November 2022 – 30 November 2022, for option rights 2022BI and 2022BII the trading volume weighted by the Company's average share price on the Nasdaq Helsinki 1 November 2023 – 30 November 2023, and for 2022CI and 2022CII the trading volume weighted by the Company's average share price on the Nasdaq Helsinki 1 November 2024 – 30 November 2024. The share subscription price is entered in the Company's reserve for invested non-restricted equity.

The Board decides on the granting of and all other terms and conditions of the option rights.

Terms and conditions in details are attached to the stock exchange release and also on https://www.scanfil.com/investors/annual-general-meetings/option-scheme 

Scanfil plc
Board of Directors

Additional information:
Chair of the Board of Directors, Harri Takanen
tel. +358 8 4882 111

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, 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 urbanization. Scanfil’s network of factories consists of 9 production units in Europe, Asia and North America. Read more: www.scanfil.com