SUMMONS TO THE ANNUAL GENERAL MEETING
The shareholders of Scanfil plc are invited to the Annual General Meeting, to be
held on Thursday 12 April 2007 at 2.00 pm at the Company's main office,
Yritystie 6, 85410 Sievi Finland.
The following matters will be on the agenda of the Meeting:
1. The matters to be submitted to the Annual General Meeting pursuant to Article
10 of the Articles of Association.
Distribution of profits
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0,10 per share be paid for the financial year 2006, i.e. EUR 5,871,582.10 in
total. The dividend matching day is 17 April 2007 and the dividend payment day
24 April 2007. A dividend will be paid to those shareholders who on the matching
day are entered in the Company's Register of Shareholders, kept by Finnish
Central Securities Depository Ltd.
Election of the members of the Board of Directors
The biggest shareholders of the Company representing over 50% of shares and
votes propose to the Annual General Meeting that Asa-Matti Lyytinen, Jorma
J.Takanen, Reijo Pöllä, Jarkko Takanen and Tuomo Lähdesmäki be re-elected as
members of the Board of Directors until the closing of the following Annual
General Meeting.
2. The Board of Directors' proposal to the Annual General Meeting to authorise
the Board to decide on the repurchase of company shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide on the repurchase of a maximum of 4,000,000 company shares,
using non-restricted equity, at the market price prevailing on the date of
acquisition on the Helsinki Stock Exchange.
Shares can be repurchased to develop the company's capital structure, for use as
consideration in acquisitions or to finance other arrangements, as part of the
company's incentive scheme in the manner and within the scope determined by the
Board, or to be further disposed of or retired.
The authorisation is valid for 18 months from the Annual General Meeting's
decision.
3. Board of Directors' proposal to the Annual General Meeting to authorise the
Board to decide on the disposal of company shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide on the disposal of a maximum of 5,998,449 company shares.
Shares can be disposed of in deviation from shareholders' pre-emptive rights
through a directed share issue, providing that the company has a significant
economic reason to do so, such as using the shares to develop the company's
capital structure, as consideration in acquisitions or to finance other
arrangements, or as part of the company's incentive scheme in the manner and
within the scope determined by the Board.
The authorisation is valid until the Annual General Meeting of 2009.
Meeting documents
The financial statements and the Board of Directors proposal for the decisions
mentioned in Sections 2 and 3 are available for shareholders for one week prior
to the Meeting at the Company's main office, Yritystie 6, Sievi, Finland. Copies
of the documents will be sent to shareholders upon request.
Right to attend and advance registration
Those shareholders who are registered in Scanfil plc's Register of Shareholders,
kept by Finnish Central Securities Depository Ltd., on 2 April 2007 at the
latest are entitled to attend the Annual General Meeting.
To attend the Meeting, a shareholder must register in advance by 4.00 pm
(Finnish time) on 5 April 2007 either by mail to Scanfil Oyj, Yritystie 6, 85410
Sievi, Finland, by telephone on +358 8 4882 111 or by email to
anne-maarit.kainulainen@scanfil.com. When registered by mail, the letter must
reach the Company before the end of the registration period. Any powers of
attorney should be submitted in connection with advance registration.
Sievi, 13 March 2007
SCANFIL PLC
Board of Directors
Distribution Helsinki Exchanges
Major Media
www.scanfil.com