ANNUAL GENERAL MEETING 26.3.2009 ANNUAL GENERAL MEETING 26.3.2009.

ANNUAL GENERAL MEETING 26.3.2009

ANNUAL GENERAL MEETING26.3.2009


YEAR 2008

Scanfil plcBased on the authorisation by the Annual General Meeting on 3 April 2008, Scanfil plc’s Board of Directors approved the business transfer agreement on 30 April 2008 and implemented the transfer on 1 May 2008. The company was split into an investment company, Scanfil plc, and a subgroup called Scanfil EMS Oy, which engages in contract manufacturing.

Scanfil plc will focus on its ownership role in contract manufacturing and also in other, new, sectors. The aim is to invest the company assets profitably in companies that operate in the chosen sectors.

During the review period, Scanfil plc has mainly invested cash in hand. No strategic investments were made during the period.

The Board of Directors of Scanfil EMS Oy has proposed to the Annual General Meeting of Scanfil EMS Oy, that it will return equity to its parent company Scanfil plc by decreasing the reserve for invested non-restricted equity so that the equity ratio of Scanfil EMS Oy will be approximately 40%.

The Group's business development measures have been successful. Profitability during the review period remained very satisfactory and operating profit amounted to EUR 21.1 (18.6) million, representing 9.7 (8.3)% of turnover.


Year 2008 Scanfil EMS SubgroupDuring the review period, Scanfil has maintained its focus on improving the efficiency and quality of processes by utilising new technologies and improving personnel competence levels.

The global financial crisis that started at the end of 2008 and the subsequent increase in financial uncertainty decreased the demand in both the telecommunications and the industrial electronics sectors during the last quarter.

The active focus on industrial electronics customers to balance sales has paid off, and the share of industrial electronics in total sales has increased from the previous year. We have expanded our customer base and signed a new collaboration agreement with The Switch last autumn.

The slight decline in the Group’s turnover resulted from overall demand in the market for telecommunications products being lower than in 2007.


The General Meeting of Scanfil EMS Oy: Return of the equity

In the business transfer executed at 1 May 2008 all contract manufacturing assets, liabilities and provisions were transferred from the parent company Scanfil plc to the Scanfil EMS Oy in accordance to the Business Tax Act. This made the company’s balance sheet too strong for effective equity management. The General Meeting of Scanfil EMS Oy has decided to return equity to its parent company Scanfil plc by decreasing the reserve for invested non-restricted equity so that the equity ratio of Scanfil EMS Oy will be approximately 40%. The return of equity is at the most EUR 50 million and it will be completed in two installments. First installment, amount of EUR 20 million, will be paid as follows: EUR 15 million by 30 April 2009 and EUR 5 million on 1 July 2009. The second installment will be paid during autumn 2009. Part of the installment to be executed at autumn 2009 can be settled by intercomany promissory note loan between Scanfil plc and Scanfil EMS Oy. The General Meeting authorized the Board to decide the final amount of the return of the equity and required details.


SCANFIL OYJSCANFIL EMS OYFINLAND- main office- 3 factories- integrated enclosure systems- equipment racks- electronic modules - backplanes- test systems-engineering

SCANFIL OÜESTONIA,PÄRNU- electronic modules- backplanes- cable assemblies- integration

SCANFIL Kft.HUNGARY,BUDAPEST- sheet metal mechanics- integrated enclosure systems- equipment racks

SCANFIL(SUZHOU) CO., LTD.CHINA, SUZHOU - electronic modules- backplanes- cable assemblies- integrated cabinets

SCANFIL(HANGZHOU) CO., LTD.CHINA, HANGZHOU - sheet metal mechanics- integrated enclosure systems - equipment racks


Financial statements 1.1.-31.12.2008

- Turnover for the year 2008 totalled EUR 218.9 million decrease of 2.6%

- Implementation of chosen strategy succeeded, operating profit very satisfactory 9.7%

- Very strong financial position allows to develop the Group and make investments in accordance with strategy also during 2009

- The company management believes in the long-term expansion of the contract manufacturing market as ODM manufacturers continue outsourcing their production.

21

8,9

22

4,6

9,7%8,3 %

100

120

140

160

180

200

220

240

2007 2008

meur

0,00 %

Turnover Operating profit %


Turnover annually

21

8,9

22

4,6

24

1,4

0

50

100

150

200

250

300

2006 2007 2008

me

ur


21

,1

18

,6

11

,4

0

5

10

15

20

25

2006 2007 2008

me

ur

Operating profit annually


Turnover and operating profit % quarterly 2008

56

,0

54

,2

58

,7

50

,08,3 %

9,3 %

11,3 %

9,5 %

0

10

20

30

40

50

60

70

80

Q1 Q2 Q3 Q4

me

ur

0,0 %

2,0 %

4,0 %

6,0 %

8,0 %

10,0 %

12,0 %

Turnover % of turnover


47 %

21 %

1 %

30 %

2 %

Finland

Rest of EU

Asia

USA

Others

Turnover geographically

1 %

1 %

30 %

25 %

43 %

2007 2008


41 %39 %

20 %

37 %

20 %

43 %FinlandRest of EUAsia

Sales geographically

2007 2008


323

142

1051

552

Finland

China

Hungary

Estonia

Personnel

31.12.2008Total 2068

151

291

1106

513

31.12.2007 Total 2061


Earnings/share and dividend/share

0,2

7

0,2

4

0,1

2

0,1

2

0

0,05

0,1

0,15

0,2

0,25

0,3

2007 2008 2007 2008

eu

r

Earnings/share Divided/share


13

,7

14

,1

9,0

0,0

2,0

4,0

6,0

8,0

10,0

12,0

14,0

16,0

2006 2007 2008

%

Return on investment


76

,1

73

,6

73,

6

20

30

40

50

60

70

80

2006 2007 2008

%

Solvency


-38

,4

-31

,8

-19

,1

-40,0

-35,0

-30,0

-25,0

-20,0

-15,0

-10,0

-5,0

0,0

%

Gearing

2006 2007 2008


Cash flow after investments

13

,9

25

,0

22

,7

-2,9

-5,0

0,0

5,0

10,0

15,0

20,0

25,0

30,0

me

ur

2006 2007 2008

* without investments tofinancialinstruments

*


0,00

0,50

1,00

1,50

2,00

2,50

3,00

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

J an -08 Feb -08 March -08 April -08 May -08 J une -08 J uly -08 Aug -08 Sep -08 Oct -08 Nov -08 Dec -08

Rat

e

200 000

400 000

600 000

800 000

Wee

k ex

cahn

ge

Exchange Scanfil Oyj

Rate development and exchange

The highest share price was EUR 2.45, the lowest EUR 1.76 and the share price at the end of the period EUR 2.03


Share ownership 31.12.2008

Major share holders

Takanen Jorma 29,0Kotilainen Eero 12,0Takanen Harri 6,3Takanen Jonna 5,4Pöllä Reijo 5,1Takanen Jarkko 4,1Scanfil Oyj 3,7Takanen Martti 3,2Riitta ja Jorma J. Takasen Foundation 3,1Nordea Pankki Suomi Oyj, nom.reg. 2,2Skandinaviska Enskilda Banken, nom.reg 2,0Laakkonen Mikko 2,0Takanen Ritta 1,7Takanen Raimo 1,0Ilmarinen Mutual Pension Insurance Company 1,0Total 81,8 %


6,6 %

2,0 %

3,5 %

81,2 %

0,5 % 6,2 %

Corporations

Financial and insuranceinstitutions

Public entities

Non-profit-makingorganisations

Households

Non-Finnish owners

Share ownership 31.12.2008

Breakdown of share ownership by owner category


Future prospects

•Scanfil plc•The purpose of the split is to make fund management more effective and productive by diversifying the risks and finding new growth potential. Scanfil plc will focus on long-term investments instead of active dealings in shares. In line with the Group’s investment policy, cash assets are invested in risk-free interest rate investments, low-risk investments and non-capital guaranteed moderate risk investments. The current financial situation opens up new and improved opportunities for strategic investments and acquisitions for a stable company like Scanfil.

•Scanfil EMS Subgroup•Due to the global financial crisis, the situation in the telecommunications technology and industrial electronics markets where Scanfil operates remains so unstable that it is not possible to make reliable predictions on their future development.

•Scanfil has acquired new customers in the industrial electronics sector. This will have a positive effect on sales, but it is very difficult to predict how the financial crisis will affect demand in the sector as a whole in 2009.

•Customers in the telecommunications technology sector have predicted a slight decrease in the market. Based on the most recent forecasts, Scanfil plc’s sales to telecommunications customers are expected to decrease from last year.

•Scanfil’s strong financial position gives the company a good relative competitive position on the market. The company management believes in the long-term expansion of the contract manufacturing market as ODM manufacturers continue outsourcing their production. As a stable and cost-efficient company, Scanfil will find excellent new opportunities for strengthening its market share and growing organically and through acquisitions.


BOARD OF DIRECTORS' PROPOSAL FOR THE DISTRIBUTION OF PROFIT

The parent company's distributable funds are EUR 84,869,701.67

The Board of Directors proposes to the Annual General Meeting that, according to the dividend policy, a dividend of EUR 0.09 per share be paid based on the annual result of the financial year ending on 31 December 2008, plus an additional dividend of EUR 0.03 per share on the market.


Remuneration of Board Members and the auditor

The majority of shareholders propose that the remuneration of Board members shall be

unchanged :

The remuneration for Board members in 2008 has been 2000 €/month and for the

members employed by the company, other than the Chairman, 500 €/month and for the

Chairman 1500 €/month. In addition the Chairman's remuneration of the part-time CEO

duty has been 5,171 euros/month. No other benefits shall be paid for the Board

members.

In accordance with the articles of association public accountant company KPMG OY AB

has been chosen as an auditor until further notice. It is proposed that auditor is paid by

reasonable invoice.


Number of Board members

Main shareholders propose that the number of Board members shall be five (5).


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

Tuomo Lähdesmäki

be re-elected as members of the Board of Directors until the closing of the

following Annual General Meeting.


The Board’s proposal 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


The Board’s proposal 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.

ANNUAL GENERAL MEETING 26.3.2009 ANNUAL GENERAL MEETING 26.3.2009.

Documents

Transcript of ANNUAL GENERAL MEETING 26.3.2009 ANNUAL GENERAL MEETING 26.3.2009.