SUMMONS TO THE ANNUAL GENERAL MEETING
The shareholders of Scanfil plc are invited to the Annual General Meeting, to be
held on Thursday 3 April 2008 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 0,12 per share be paid for the financial year 2007, i.e. EUR 7,045,898.52 in
total. The dividend matching day is 8 April 2008 and the dividend payment day 15
April 2008. 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.
2. The board proposes that the General Meeting will continue the decision of the
Annual General Meeting 12 April 2007, time of validity with 18 months,
for the authorization of the purchase of our own shares, which concerns at most
the purchase of 4,000,000 shares.
3. The Board of Directors proposes to the Annual General Meeting that it
approves the business transfer as published in the stock exchange release
published on 27 February 2008, in which the company will transfer the contract
manufacturing business according to Business Tax Act 52d § into a subsidiary
that is 100% owned by the company and authorizes the board to make the
decisions, signing all documents and agreements necessary to carry out and
realize the transfer, and to amend them if it is necessary in the carrying of
the business transfer.
4. The board's proposal to the general meeting to change the company's Articles
of Association. The change in the Articles of Association concerns the
realization of the business transfer mentioned in section 3 and the changes
required by current Companies Act. The proposed changes in the Articles of
Association are mainly as follows:
2 § Field of business: Propose a change to the field of business
section to meet the situation to exist after the realization of
the business transfer.
3 § Share capital: Propose to remove this section.
10 § Annual General Meeting: This section will be clarified and
changed to meet the current word forms of Companies Act.
11 § Accounting period: Propose to remove this section.
12 § Rights related to shares of stock / book entry system:
This section will be clarified to meet current Companies Act.
Meeting documents
The financial statements and the Board of Directors proposal for the decisions
mentioned in Sections 2 - 4 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 20 March 2008 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 31 March 2008 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 2008
SCANFIL PLC
Board of Directors
Distribution Helsinki Exchanges
Major Media
www.scanfil.com