Scanfil - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

SCANFIL PLC   STOCK EXCHANGE RELEASE    17 MARCH 2010  8.30 A.M.                

NOTICE TO THE ANNUAL GENERAL MEETING                                            

The shareholders of Scanfil plc are invited to the Annual General Meeting, to be
held on Thursday 8 April 2010 at 2.00 pm at the Company's main office, Yritystie
6, 85410 Sievi, Finland.                                                        

A. MATTERS ON THE AGENDA OF THE GENERAL MEETING                                 

At the general meeting, the following matters will be considered:               

1. Opening of the meeting                                                       

2. Calling the meeting to order                                                 

3. Election of persons to scrutinize the minutes and to supervise the counting  
of votes                                                                        

4. Recording the legality of the meeting                                        

5. Recording the attendance at the meeting and adoption of the list of votes    

6. Presentation of the annual accounts, the report of the board of directors and
the auditor's report for the year 2009                                          

- Review by the President                                                       

7. Adoption of the annual accounts                                              

8. Resolution on the use of the profit shown on the balance sheet and the       
payment of dividend       

The Board of Directors proposes to the Annual General Meeting that, a dividend  
of EUR 0.12 per share on the market be paid based on the annual result of the   
financial year ending on 31 December 2009. The dividend matching day is 13 April
2010. The dividend will be paid to those shareholders who, on the matching day, 
are entered in the Company's Register of Shareholders, kept by Euroclear Finland
Ltd. The dividend payment day is 20 April 2010.                                 

9. Resolution on the discharge of the members of the Board of Directors and the 
President from liability                                                        

10. Resolution on the remuneration of the members of the Board of Directors and 
the auditor                                                                     

Shareholders who hold more than 50% of the shares and votes propose that the    
remuneration for the members of the Board of Directors remain unchanged. The    
remuneration is as follows: Chairman of the Board of Directors EUR 1,500/month, 
member not employed by the company EUR 2,000/month and member employed by the   
company EUR 500/month.                                                          
The auditor is paid according to a reasonable invoice. The auditor has been     
elected until further notice.                                                   

11. Resolution on the number of members of the Board of Directors               

The Board of Directors proposes to the general meeting that the number of       
members of the Board of Directors shall be five (5).                            

12. Election of members of the Board of Directors                               
The Nomination Committee of the Board of Directors, supported by the company's  
major shareholders holding over 50% of the shares and votes, proposes that the  
general meeting will re-elect the following board members: Jorma J. Takanen,    
Asa-Matti Lyytinen, Reijo Pöllä, Jarkko Takanen and Tuomo Lähdesmäki. All       
members of the board have announced their consent to re-election.               

13. Proposal by the Board of Directors for amendment of the Articles of         
Association                                                                     

The Board of Directors proposes to the Annual General Meeting that              
Article 7 of the Articles of Association be amended so that an invitation to a  
shareholders' meeting must be delivered at the earliest three (3) months and at 
the latest three (3) weeks before the meeting, however not later than nine days 
before the matching date for the shareholders' meeting, by publishing the       
invitation on the company's website or a newspaper selected by the Board of     
Directors or by sending letters to shareholders by ordinary post at the         
addresses recorded in the shareholders' register and                            
Article 9 of the Articles of Association be amended to the following form: The  
company's shares are included in a book-entry securities system.                

14. Authorizing the Board of Directors to decide on the repurchase of the       
company's own shares                                                            

The Board of Directors proposes to the Annual General Meeting that the Board of 
Directors be authorized to decide on the repurchase of the company's own shares 
as follows:                                                                     

The maximum number of the shares to be repurchased is 3,000,000 shares. The     
shares will be purchased using the company's non-restricted equity in compliance
with the regulations of the Companies Act in force.                             

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 OMX Helsinki Oy. The shares will be purchased at the fair value       
established in public trading at the time of acquisition. The acquisition of    
shares will decrease the Company's distributable non-restricted reserves.       

The authorization cancels the authorization given in the Annual General Meeting 
on 26 March 2009 to repurchase the company's own shares. The authorization will 
remain in force for 18 months after it is issued.                               

15. Authorizing the Board of Directors to decide on share issues                

The Board of Directors proposes that the Annual General Meeting authorize the   
Board of Directors to decide on the transfer of a maximum of 5,900,000 treasury 
shares held by the company in compliance with the regulations of the Companies  
Act in force. The authorization includes the transfer of treasury shares already
held by the company and own shares purchased based on the authorization         
presented above in item 14.                                                     

The Board of Directors is authorized to decide on all the terms and conditions  
of the share issue and share warrants. The authorization concerns both the issue
of new shares and the transfer of treasury shares. The Board of Directors may   
decide to transfer the shares issued in share issues as a directed issue in     
deviation from shareholders' pre-emptive rights.                                

The shares are transferred at the fair value established in public trading at   
the time of transfer and they may also be transferred against other             
consideration than money.                                                       

The authorization cancels the authorization given in the Annual General Meeting 
on 26 March 2009 to decide on share issues. The authorization will remain in    
force for three years after it is issued.                                       

16. Closing of the meeting                                                      

B. DOCUMENTS OF THE GENERAL MEETING                                             

The proposals of the Board of Directors and its committee relating to the agenda
of the general meeting as well as this notice are available on Scanfil Plc's    
website at www.scanfil.com. Scanfil Plc's annual report, the annual accounts,   
the report of the board of directors and the auditor's report, are available on 
the abovementioned website no later than 17 March 2010. The proposals of the    
Board of Directors and its committee and the annual accounts are also available 
at the meeting. Copies of these documents and of this notice will be sent to    
shareholders upon request. The minutes of the meeting will be available on the  
abovementioned website as of 22 April 2010 at the latest.                       

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING                     

1. The right to participate and registration                                    

Eligibility to attend the meeting shall be enjoyed by shareholders who were     
entered by 25 March 2010 at the latest as shareholders in the register of       
Scanfil plc's shareholders kept by Euroclear Finland Ltd. In order to be able to
attend the Annual General Meeting, shareholders shall register with the company 
by 4 p.m. on 1 April 2010 at the latest, either in writing to the address       
Scanfil plc, Yritystie 6, 85410 Sievi, Finland, by telephone, on                
+358 8 4882 111, to Mrs Anne-Maarit Kainulainen or by e-mail                    
anne-maarit.kainulainen@scanfil.com.                                            

When registering by post, the letter shall have arrived before the end of the   
registration period. In connection with the registration, the shareholder's     
name, personal ID, address, telephone number and name of any assistant must be  
reported.                                                                       

2. Proxy representative and powers of attorney                                  

A shareholder may participate in the general meeting and exercise his/her rights
at the meeting by way of proxy representation.                                  

A proxy representative shall produce a dated proxy document or otherwise in a   
reliable manner demonstrate his/her right to represent the shareholder at the   
general meeting.                                                                

Possible proxy documents should be delivered in originals to Scanfil plc, Marjo 
Nurkkala, Yritystie 6, 85410 Sievi, Finland before the last date for            
registration.                                                                   

3. Holders of nominee registered shares                                         

A shareholder whose shares are nominee registered and who wishes to participate 
in the Annual General Meeting must be recorded in the company's shareholders'   
register on the matching date of the Annual General Meeting, 25 March 2010.     
Participation requires that the shares have been registered temporarily in the  
company's shareholders' register on 1 April 2010 by 10 am. With regard to       
nominee registered shares, this is considered a registration for the Annual     
General Meeting.                                                                

It is recommended that the holder of a nominee registered share request the     
asset manager to provide the necessary instruction concerning registration in   
the shareholders' register, issuance of proxies and registration for the Annual 
General Meeting.                                                                

4. Other instructions and information                                           

On the date of this notice the total number of shares and votes in Scnfil plc is
60,714,270 shares and votes.                                                    


In Sievi on 17 March 2010                                                       


SCANFIL PLC                                                                     

THE BOARD OF DIRECTORS                                                          



Distribution:        NASDAQ OMX Helsinki                                                Main media                                                 
                     www.scanfil.com