PowerPointesitys

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ANNUAL GENERAL MEETING 26.3.2009
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YEAR 2008 Scanfil plc Based on the authorisation
by the Annual General Meeting on 3 April 2008,
Scanfil plcs 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. Scan
fil 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.  
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Year 2008   Scanfil EMS Subgroup During 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 Groups
turnover resulted from overall demand in the
market for telecommunications products being
lower than in 2007.
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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 companys 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.
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• SCANFIL
• (SUZHOU) CO., LTD.
• CHINA, SUZHOU
• - electronic modules
• backplanes
• cable assemblies
• - integrated cabinets

• SCANFIL OYJ
• SCANFIL EMS OY
• FINLAND
• - main office
• 3 factories
• integrated enclosure
• systems
• equipment racks
• electronic modules
• backplanes
• test systems
• engineering

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

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

• SCANFIL OÜ
• ESTONIA,
• PÄRNU
• electronic modules
• backplanes
• cable assemblies
• - integration

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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.

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Turnover annually
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Operating profit annually
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Turnover and operating profit quarterly 2008
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Turnover geographically
2007
2008
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Sales geographically
2007
2008
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Personnel
31.12.2007 Total 2061
31.12.2008 Total 2068
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Earnings/share and dividend/share
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Return on investment
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Solvency
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Gearing
2006
2007
2008
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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
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Share ownership 31.12.2008
Major share holders
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Share ownership 31.12.2008
Breakdown of share ownership by owner category
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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
  Groups 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
  plcs sales to telecommunications customers are
  expected

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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.
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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.
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Number of Board members Main shareholders
propose that the number of Board members shall be
five (5).
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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.
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The Boards 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 Companys distributable
non-restricted equity. Shares can be repurchased
to develop the companys capital structure, for
use as consideration in acquisitions or to
finance other arrangements, as part of the
companys 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
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The Boards 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 Companys
own shares in deviation from shareholders pre-emp
tive 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.