Salcomp Plc Stock Exchange Release 10 February 2009 at 09:00 Finnish time NOTICE TO THE ANNUAL GENERAL MEETING OF SALCOMP PLC The shareholders of Salcomp Plc are invited to an Annual General Meeting to be held in Marina Congress Center at Katajanokanlaituri 6, Helsinki, on Wednesday, 15 April 2009 starting at 5.00 p.m. (Finnish time). The reception of those who have notified of their attendance will start at the meeting venue at 4.00 p.m. (Finnish time). The meeting shall decide on the following matters: A) Matters pertaining to the Annual General Meeting pursuant to Chapter 5 of the Finnish Companies Act and Section 9 of Salcomp Plc's Articles of Association. The Company's financial statements release and the Board of Directors' proposal for profit distribution were published on 10 February 2009. The Board of Directors proposes that no dividend for 2008 will be distributed. Shareholder holding in excess of 75% of the shares in Salcomp proposes that the remuneration for the Board of Directors to be elected shall be unchanged as follows: the Chairman would receive EUR 40,000, the Vice Chairman EUR 32,000 and each member EUR 25,000 per term of office, and that expenses arising from attendance at meetings be reimbursed. The same shareholder has proposed that the number of board members shall be 5 and that the following persons would be appointed to the Board of Directors until the conclusion of the 2010 Annual General Meeting: Mats Heiman (Chairman), Kari Vuorialho (Vice Chairman), Carl Engström, Jukka Rinnevaara and Andreas Tallberg. The Board of Directors proposes that KPMG Oy Ab would continue as the Company's auditor. KPMG Oy Ab will appoint Pauli Salminen, APA, as the responsible auditor. B) The Board of Directors proposes that it would be authorised to decide on the issuance of new shares and/or the conveyance of the Company's own shares held by the Company as well as other special rights entitling to shares. On the basis of the authorisation, the Board of Directors shall be entitled to decide on issuance of no more than 8,000,000 new shares, including the shares received on the basis of special rights, and the conveyance of no more than 3,800,000 of the Company's own shares held by the Company. The proposal includes the right to deviate from the shareholders' pre-emptive rights. The authorisation is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2010. C) The Board of Directors proposes that it would be authorised to decide on the repurchase of the Company's own shares pursuant to Chapter 15, Section 5(2) of the Finnish Companies Act. The Board of Directors proposes that on the basis of the authorisation, the Board of Directors shall be entitled to decide on the repurchase in one or more instalments of no more than 3,800,000 shares. The proposed maximum represents less than 10% of the Company's share capital and the votes in the Company. The Board of Directors proposes that it would be authorised to decide on all other conditions related to the share repurchase, including a right to determine on the payable compensation, however, so that the purchase price at the time of the repurchase is, at maximum, the highest payable price in public trading for Salcomp Plc's share. The authorisation would not rule out the Board of Directors' right to decide on a directed acquisition. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments, for cancellation or for other important corporate purposes determined by the Board of Directors. The authorisation is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2010. The proposals of the Board of Directors are attached to this stock exchange release. The formal invitation will be published in the company's web site (www.salcomp.com) and in Helsingin Sanomat and Kauppalehti on 27 March 2009 at the latest. Each shareholder, who is registered on 5 April 2009 in the shareholders' register of the company held by Euroclear Finland Ltd, has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the company. A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than 8 April 2009 at 4 p.m. (Finnish time) by giving a prior notice of participation. Such notice can be given: a) by e-mail to agm2009@salcomp.com; b) by telephone +358 46 655 8489; c) by telefax; +358 201 875 450; or d) by mail to Salcomp Plc/AGM/Päivi Luoti, P.O. Box 95, FI-24101 Salo, Finland. A holder of nominee registered shares, who wants to participate in the general meeting, must be entered into the shareholders' register of the company on the record date 5 April 2009 of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. Further information on these matters can also be found on the company's website www.salcomp.com. Helsinki, 10 February 2009 SALCOMP PLC Board of Directors Further information: Markku Hangasjärvi, President and CEO, tel. +358 40 7310 114 Jari Saarinen, CFO, tel. +358 40 500 4206 Distribution: NASDAQ OMX, Helsinki The main media www.salcomp.com BOARD OF DIRECTORS' PROPOSALS TO ANNUAL GENERAL MEETING ON 15 APRIL 2009 1. Board of Directors' proposal to authorise the Board of Directors to decide on the issuance of shares as well as other special rights entitling to shares The Board of Directors proposes that it would be authorised to decide on the issuance of new shares and/or the conveyance of the Company's own shares held by the Company as well as other special rights entitling to shares against or without payment. On the basis of the authorisation, the Board of Directors shall be entitled to decide on issuance of no more than 8,000,000 new shares, including the shares received on the basis of special rights, and the conveyance of no more than 3,800,000 of the Company's own shares held by the Company. The authorisation would also include the right to decide on the issuance of shares without payment to the Company. The quantity of shares issued to the Company together with the repurchased shares based on the authorisation may be at the most 11,800,000 shares. On the basis of the authorisation, the Board of Directors shall be entitled to decide on all conditions related to the share issuance and other special rights entitling to shares as well as conditions of the conveyance, including the right to deviate from the shareholders' pre-emptive rights. The authorisation includes a right to determine the grounds according to which the transfer price is defined. The shares may also be conveyed by selling them in public trade. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments or for other important corporate purposes determined by the Board of Directors. The authorisation is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2010. 2. Board of Directors' proposal to authorise the Board of Directors to decide on the repurchase of the Company's own shares The Board of Directors proposes that it would be authorised to decide on the repurchase of the Company's own shares pursuant to Chapter 15, Section 5(2) of the Finnish Companies Act. The Board of Directors proposes that on the basis of the authorisation, the Board of Directors shall be entitled to decide on the repurchase in one or more instalments of no more than 3,800,000 shares. The proposed maximum represents less than 10% of the Company's share capital and the votes in the Company. The Board of Directors proposes that it would be authorised to decide on all other conditions related to the share repurchase, including a right to determine on the payable compensation, however, so that the purchase price at the time of the repurchase is, at maximum, the highest payable price in public trading for Salcomp Plc's share. The authorisation would not rule out the Board of Directors' right to decide on a directed acquisition. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments, for cancellation or for other important corporate purposes determined by the Board of Directors. The authorisation is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2010. Helsinki, 10 February 2009 SALCOMP PLC Board of Directors