Salcomp Plc Stock Exchange Release 11 February 2010 at 09:30 Finnish time NOTICE TO THE ANNUAL GENERAL MEETING OF SALCOMP PLC Notice is given to the shareholders of Salcomp Plc to the Annual General Meeting to be held on Wednesday, 24 March 2010 at 17.00 (Finnish time) at Technopolis Ruoholahti, Hiilikatu 3, 00180 Helsinki. The reception of persons who have registered for the meeting will commence at 16.00 (Finnish time). A. MATTERS ON THE AGENDA OF THE ANNUAL 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 CEO 7. Adoption of the annual accounts The adoption of the annual accounts includes the Board of Directors' proposal to use the Company's invested unrestricted equity to cover all Company's accumulated losses. 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 no dividend will be paid for the fiscal year 2009 and that the loss of the fiscal year be transferred to the Company's profit and loss account. 9. Repayment of capital The Board of Directors proposes to the Annual General Meeting that the meeting would resolve on a repayment of capital to the shareholders from the Company's invested unrestricted equity in proportion to each shareholder's ownership in the Company. It is proposed that EUR 0.07 per share will be returned from the Company's invested unrestricted equity to the shareholders. The repayment of capital will be paid to the Company's shareholders registered in the shareholders' register held by Euroclear Finland Ltd on the record date 29 March 2010. The Board of Directors proposes that the repayment of capital will be paid on 7 April 2010. 10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 11. Resolution on the remuneration of the members of the Board of Directors Shareholder holding in excess of 75% of the shares in Salcomp Plc proposes to the Annual General Meeting that the remuneration payable to the members of the Board of Directors to be elected at the Annual General Meeting for the term of office is as follows: EUR 40,000 for the Chairman, EUR 32,000 for the Vice Chairman and EUR 25,000 for each member. 12. Resolution on the number of members of the Board of Directors Shareholder holding in excess of 75% of the shares in Salcomp Plc proposes to the Annual General Meeting that the number of members of the Board of Directors be five (5). 13. Election of members of the Board of Directors Shareholder holding in excess of 75% of the shares in Salcomp Plc proposes to the Annual General Meeting that current members of the Board of Directors Mats Heiman, Kari Vuorialho, Carl Engström and Jukka Rinnevaara be re-elected for the term until the close of the Annual General Meeting in 2011. The same shareholder proposes further that Petri Kähkönen be elected a new member of the Board of Directors. 14. Resolution on the remuneration of the auditor The Board of Directors proposes to the Annual General Meeting that the auditor to be elected at the Annual General Meeting be reimbursed according to the auditor's reasonable invoice. 15. Election of auditor The Board of Directors proposes to the Annual General Meeting that KPMG Oy Ab be re-elected as the Company's auditor for the term until the close of the next Annual General Meeting of shareholders in 2011. KPMG Oy Ab will appoint Pauli Salminen, APA, as the responsible auditor. 16. Proposal by the Board of Directors to amend the Articles of Association The Board of Directors proposes to the Annual General Meeting that due to the amendment to the Finnish Limited Liability Companies Act the Annual General Meeting shall amend the method and minimum period for publishing the convening notice to the meetings in the Article 8 of the Company's Articles of Association. After the amendment the Article 8 shall be as follows: “8 § Convening notice The shareholders of the company are summoned to the shareholders' meeting by publishing the convening notice on the company's website or by sending the notice of the shareholders' meeting as a letter or other verifiable way to the shareholders' address, which is registered in the share register. The notice shall be published not earlier than two (2) months before the last registration date mentioned in the convening notice and not later than three (3) weeks prior to the date of the meeting. The notice shall, however, always be announced at least nine (9) days prior to the record date for the shareholders' meeting. In addition, the Board of Directors may also publish a summary notice of the shareholders' meeting in one or more national daily newspaper.” 17. Authorising the Board of Directors to decide on the issuance of shares as well as other special rights entitling to shares The Board of Directors proposes to the Annual General Meeting that the meeting would authorise the Board of Directors to resolve on the issuance of new shares and/or the conveyance of the Company's own shares held by the Company as well as other special rights entitling to shares in one or more instalments. On the basis of the authorisation, the Board of Directors shall be entitled to resolve on the issuance of no more than 11,800,000 shares, including the shares received on the basis of special rights. The proposal includes the right to deviate from the shareholders' pre-emptive rights. The authorisation is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2011. 18. Authorising 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 meeting would authorise the Board of Directors to resolve on the repurchase of the Company's own shares pursuant to Chapter 15, Section 5(2) of the Finnish Limited Liability Companies Act. The Board of Directors proposes that on the basis of the authorisation, the Board of Directors shall be entitled to resolve on the repurchase in one or more instalments of no more than 3,800,000 shares. The proposed maximum represents less than 10% of the Company's share capital and the votes in the Company. The Board of Directors proposes that it would be authorised to resolve on all other conditions related to the share repurchase, including a right to determine on the payable compensation, however, so that the purchase price at the time of the repurchase is, at maximum, the highest payable price in public trading for Salcomp Plc's share. The authorisation would not rule out the Board of Directors' right to decide on a directed acquisition. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments, for cancellation or for other important corporate purposes determined by the Board of Directors. The authorisation is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2011. 19. Closing of the meeting B. DOCUMENTS OF THE GENERAL MEETING The proposals of the Board of Directors relating to the agenda of the Annual General Meeting, this notice as well as the Company's annual accounts, the report of the Board of Directors and the auditor's report are available on Salcomp Plc's website at www.salcomp.com no later than 2 March 2010. The proposals of the Board of Directors and the annual accounts are also available at the meeting. Copies of the proposals of the Board of Directors and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 7 April 2010 and the Annual General Meeting documents will be available on the above-mentioned website until 30 June 2010. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING The right to participate and registration Each shareholder, who is on the record date for the general meeting 12 March 2010 noted in the shareholders' register of the Company held by Euroclear Finland Ltd, has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the Company. A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than 19 March 2010 at 4 p.m. (Finnish time) by giving a prior notice of participation. Such notice can be given: by e-mail to agm2010@salcomp.com; by telephone +358 46 572 2422; by telefax +358 201 875 450; or by regular mail to Salcomp Plc/AGM/Eevaleena Kiviaho, P.O. Box 95, FI-24101 Salo, Finland. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant. The personal data given to Salcomp Plc is used only in connection with the Annual General Meeting and with the processing of related registrations. Pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting. 2. Proxy representative and power of attorney A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A shareholder may have several proxy representatives, who represent the shareholder with shares booked on different book-entry accounts. In such case the shares represented by each proxy representative shall be notified in connection with the registration. 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 Annual General Meeting. Possible proxy documents should be delivered in originals to Salcomp Plc/AGM/ Eevaleena Kiviaho, P.O. Box 95, FI-24101 Salo, Finland before the last date of registration. 3. Holders of nominee registered shares A shareholder whose shares are nominee registered and who wants to participate in the Annual General Meeting must give notice for temporary entry into the Company's shareholders' register for participation in the Annual General Meeting at the latest on the date of registration for the Annual General Meeting 19 March 2010 by 10 a.m., if the shareholder, on the basis of the same shares, was entitled to be recorded in the Company's shareholders' register on the record date of the general meeting 12 March 2010. A shareholder whose shares are nominee registered is considered to be registered for the Annual General Meeting, when he/she is notified for temporary entry into the shareholders' register as described above. A shareholder whose shares are nominee registered is advised to request necessary instructions regarding the registration in the shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. 4. Other instructions and information On the date of this notice to the Annual General Meeting, 11 February 2010, the total number of shares and votes in Salcomp Plc is 38,975,190. Helsinki, 11 February 2010 SALCOMP PLC Board of Directors Further information: Markku Hangasjärvi, President and CEO, tel. +358 40 7310 114 Jari Saarinen, CFO, tel. +358 40 500 4206 Distribution: NASDAQ OMX, Helsinki The main media www.salcomp.com BOARD OF DIRECTORS' PROPOSALS TO ANNUAL GENERAL MEETING ON 24 MARCH 2010 1. Covering of losses The adoption of the annual accounts includes the Board of Directors' proposal to use the Company's invested unrestricted equity to cover all Company's accumulated losses. 2. Payment of dividend The Board of Directors proposes to the Annual General Meeting that no dividend will be paid for the fiscal year 2009 and that the loss of the fiscal year be transferred to the Company's profit and loss account. 3. Repayment of capital The Board of Directors proposes to the Annual General Meeting that the meeting would resolve on a repayment of capital to the shareholders from the Company's invested unrestricted equity in proportion to each shareholder's ownership in the Company. It is proposed that EUR 0.07 per share will be returned from the Company's invested unrestricted equity to the shareholders. The repayment of capital will be paid to the Company's shareholders registered in the shareholders' register held by Euroclear Finland Ltd on the record date 29 March 2010. The Board of Directors proposes that the repayment of capital will be paid on 7 April 2010. 4. Election of auditor The Board of Directors proposes that KPMG Oy Ab would continue as the Company's auditor. KPMG Oy Ab will appoint Pauli Salminen, APA, as the responsible auditor. The Board of Directors proposes the remuneration of the auditor to be paid according to a reasonable invoice. 5. Proposal by the Board of Directors to amend the Articles of Association The Board of Directors proposes to the Annual General Meeting that due to the amendment to the Finnish Limited Liability Companies Act the Annual General Meeting shall amend the method and minimum period for publishing the convening notice to the meetings in the Article 8 of the Company's Articles of Association. After the amendment the Article 8 shall be as follows: “8 § Convening notice The shareholders of the company are summoned to the shareholders' meeting by publishing the convening notice on the company's website or by sending the notice of the shareholders' meeting as a letter or other verifiable way to the shareholders' address, which is registered in the share register. The notice shall be published not earlier than two (2) months before the last registration date mentioned in the convening notice and not later than three (3) weeks prior to the date of the meeting. The notice shall, however, always be announced at least nine (9) days prior to the record date for the shareholders' meeting. In addition, the Board of Directors may also publish a summary notice of the shareholders' meeting in one or more national daily newspaper.” 6. Authorising the Board of Directors to decide on the issuance of shares as well as other special rights entitling to shares The Board of Directors proposes to the Annual General Meeting that the meeting would authorise the Board of Directors to resolve on the issuance of new shares and/or the conveyance of the Company's own shares held by the Company as well as other special rights entitling to shares in one or more instalments. On the basis of the authorisation, the Board of Directors shall be entitled to resolve on the issuance of no more than 11,800,000 shares, including the shares received on the basis of special rights. The proposal includes the right to deviate from the shareholders' pre-emptive rights. The authorisation is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2011. 7. Authorising 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 meeting would authorise the Board of Directors to resolve on the repurchase of the Company's own shares pursuant to Chapter 15, Section 5(2) of the Finnish Limited Liability Companies Act. The Board of Directors proposes that on the basis of the authorisation, the Board of Directors shall be entitled to resolve on the repurchase in one or more instalments of no more than 3,800,000 shares. The proposed maximum represents less than 10% of the Company's share capital and the votes in the Company. The Board of Directors proposes that it would be authorised to resolve on all other conditions related to the share repurchase, including a right to determine on the payable compensation, however, so that the purchase price at the time of the repurchase is, at maximum, the highest payable price in public trading for Salcomp Plc's share. The authorisation would not rule out the Board of Directors' right to decide on a directed acquisition. The authorisation is proposed to be used for arrangements of major importance for the Company, such as mergers and acquisitions, financing or carrying out investments, for cancellation or for other important corporate purposes determined by the Board of Directors. The authorisation is proposed to be valid until the next Annual General Meeting; however, no longer than until 30 June 2011.