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2009-02-27 07:00:00 CET 2009-02-27 07:00:08 CET REGULATED INFORMATION Scanfil - Notice to general meetingSUMMONS TO THE ANNUAL GENERAL MEETINGSCANFIL PLC STOCK EXCHANGE RELEASE 27 February 2009 8.00 A.M. SUMMONS TO THE ANNUAL GENERAL MEETING The shareholders of Scanfil plc are invited to the Annual General Meeting, to be held on Thursday 26 March 2009 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 8 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 on the market be paid for the financial year 2008. Dividend will be paid to those shareholders who on the matching day on 31 March 2009 are entered in the Company's Register of Shareholders, kept by Euroclear Finland Oy (Finnish Central Securities Depository Ltd.) The dividend payment day is 7 April 2009 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. 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 3,000,000 company shares, using non-restricted equity according to the Companies Act currently in force. Shares will be purchased in another proportion than that of the holdings of the current shareholders. Purchasing will take place through a 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 equity. 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 Board of Directors proposes that the authorisation cancels the authorisation given in the Annual General Meeting on 3 April 2008 to purchase the Company's own shares. The Board of Directors proposes that the authorisation be in force from its granting until the closing of the following Annual General Meeting. 3. 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 5,300,000 company shares according to the Companies Act currently in force. The Board of Directors will be authorised to decide to whom and in which order to transfer the Company's own shares. The Board of Directors may decide to transfer the Company's own shares 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 compensation than money. The Board of Directors proposes that the authorisation be in force from its granting until the closing of the following Annual General Meeting. 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 Eligibility to attend the meeting shall be enjoyed by shareholders who were entered by 16 March 2009 at the latest as shareholders in the register of Scanfil Oyj's shareholders kept by the Euroclear Finland Oy (Finnish Central Securities Depository). In order to be able to attend the Annual General Meeting, shareholders shall register with the company by 4 p.m. on 23 March 2009 at the latest, either in writing to the address Scanfil Oyj, 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. Any powers of attorney should be sent in connection with prior registration. Sievi, 27 March 2009 SCANFIL PLC Board of Directors Distribution NASDAQ OMX Helsinki Major Media www.scanfil.com |
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