INVITATION TO ANNUAL GENERAL MEETING

| Source: Panostaja Oyj Panostaja Oyj

Panostaja Oyj                     Stock Exchange Bulletin    December 15, 2011, 10:30 am

 

INVITATION TO ANNUAL GENERAL MEETING

Panostaja Oyj’s Annual General Meeting will be held on Tuesday January 31, 2012 at 1:00 pm in the Häggman Hall of Technopolis Yliopistonrinne, Kalevantie 2, Tampere. The reception of those who have registered for the meeting and distribution of voting tickets will begin at 12:30 pm.

 

MEETING AGENDA

The agenda for the meeting will be as follows:

  1. Opening of the meeting
  1. Calling the meeting  to order
  1. Appointment of persons to scrutinize the minutes and to supervise the counting of votes
  1. Recording the legality of the meeting
  1. Recording the attendance at the meeting and adoption of the list of votes
  1. Presentation of financial statements, consolidated financial statements, report of the Board of Directors and auditor’s report for the financial period ending October 31, 2011

 

Presentation of the CEO’s review

  1. Adoption of the financial statements and consolidated financial statements
  1. Use of profit shown on the balance sheet, decision on payment of dividends, decision on the distribution of assets from the invested unrestricted equity fund, and authorization of the Board of Directors to decide on the distribution of assets

The Board of Directors of Panostaja Oyj proposes to the Annual General Meeting that no dividends be paid for the financial period that has ended.

However, the Board of Directors proposes that shareholders be paid EUR 0.05 per share as repayment of capital from the invested unrestricted equity fund. The repayment of capital will be made to those shareholders who on the record date of the repayment of capital, February 3, 2012, are recorded in the company’s shareholder list maintained by Euroclear Finland Oy. The Board of Directors proposes that the repayment of capital be made on February 10, 2012.

In addition, the Board proposes that the Annual General Meeting authorize the Board of Directors to decide, at its discretion, on the possible allocation of assets to shareholders should the company's financial status permit this, either as dividends from profit funds or as allocation of assets from the invested unrestricted equity fund. The maximum allocation of assets performed on the basis of this authorization totals no more than EUR 5,200,000.

It is proposed that the authorization include the right of the Board to decide on all other terms and conditions relating to the said asset distribution. It is also proposed that the authorization remain valid until the end of the next Annual General Meeting.

 

  1. Decision on the discharge from liability of the members of the Board and the CEO
  1. Decision on compensation for the members of the Board

The shareholders who represent at least 10% of the company’s shares and votes have informed the Board of Directors that, at the Annual General Meeting, they will propose that the elected members of the Board be paid the following compensation for the term that begins at the end of the Meeting and ends at the end of the 2013 Annual General Meeting:

EUR 40,000 for the Chairman of the Board, and

EUR 20,000 for each of the other members of the Board.

The shareholders who represent at least 10% of the company’s shares and votes have also informed the Board of Directors that, at the Annual General Meeting, they will propose that approximately 40% of the compensation remitted to the members of the Board be paid on the basis of the authorization for a share issue given to the Board, by issuing the company’s shares to each Board member if the Board member does not own more than one percent (1%) of all the company’s shares on the date of the Annual General Meeting. If the holding of a Board member on the date of the Meeting is over one percent (1%) of all company shares, the compensation will be paid in full in monetary form.

The shareholders who represent at least 10% of the company’s shares and votes have informed the Board of Directors that, at the Annual General Meeting, they will propose that the travel expenses of the Board members be paid in accordance with the maximum amount allowed by the travel allowance criteria declared by the Tax Administration.

  1. Decision on the number of members of the Board

The shareholders who represent at least 10% of the company’s shares and votes have informed the Board of Directors that, at the Annual General Meeting, they will propose that the number of the company’s Board members be six (6).

  1. Election of members of the Board

The shareholders who represent at least 10% of the company’s shares and votes have informed the Board of Directors that, at the Annual General Meeting, they will propose that, for the term that begins at the end of the Meeting and ends at the end of the 2013 Annual General Meeting, the following persons be re-elected as Board members:

Jukka Ala-Mello,
Eero Eriksson,
Satu Eskelinen,
Mikko Koskenkorva,
Hannu Martikainen, and
Hannu Tarkkonen.

  1. Decision on auditors’ compensation

The Board of Directors proposes to the Annual General Meeting that the elected auditors be paid compensation based on a reasonable invoice.

  1. Decision on the number of auditors

The Board of Directors proposes to the Annual General Meeting that the number of auditors be one (1) body of auditors approved by the Central Chamber of Commerce and one (1) Authorized Public Accountant, with no deputy auditor thus being elected.

  1. Selection of auditors

The Board of Directors proposes to the Annual General Meeting that Authorized Public Accountants PricewaterhouseCoopers Oy and Authorized Public Accountant Markku Launis be elected auditors for the period that ends at the end of the Annual General Meeting in 2013.

  1. Authorizing the Board of Directors to decide on the acquisition 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 acquisition of the company’s own shares in one of more installments on the following conditions:

The number of the company’s own shares to be acquired may not exceed 5,100,000 in total, which corresponds to about 9.86% of the company’s total stock of shares. Based on the authorization, the company’s own shares may be obtained only using unrestricted equity.

The company’s own shares may be acquired at the price in public trade arranged by NASDAQ OMX Helsinki Oy on the date of acquisition or otherwise at a price formed at the market. 

The Board of Directors will decide how the company’s own shares are to be acquired. The company’s own shares may be acquired otherwise than in proportion to the share ownership of the shareholders (directed acquisition).

The authorization issued at the Annual General Meeting on January 27, 2011 to decide on the acquisition of the company’s own shares is cancelled by this authorization.

The authorization shall be valid until July 31, 2013.

  1. Closing of the meeting

 

MEETING DOCUMENTS

The aforementioned proposals by the Board of Directors and shareholders on the agenda of the Annual General Meeting and this invitation to the Meeting are available at Panostaja Oyj’s website www.panostaja.fi. Panostaja Oyj’s annual report, which includes the company’s financial statements and consolidated financial statements, report of the Board of Directors and auditor’s report, will be available on the said website on January 10, 2012 at the latest. The proposals by the Board of Directors and shareholders and the financial statements documents will also be available at the Annual General Meeting and, copies of them and this invitation may be sent to shareholders upon request.

INSTRUCTIONS TO MEETING PARTICIPANTS

  1. Right to participate, and registration

The shareholders who, on January 19, 2012, are on the company’s shareholders’ register held by Euroclear Finland Oy have the right to participate in the Annual General Meeting. A shareholder whose shares have been entered in his/her personal Finnish book-entry account is registered on the company’s shareholders’ register.

A shareholder who wishes to participate in the Annual General Meeting must register no later than January 26, 2012 at 4:00 pm. Registration to the Meeting may be done:

by telephone on +358 10 2173 211 on weekdays between 8:00 am and 4:00 pm Finnish time;

by e-mail to yhtiokokous@panostaja.fi; or

by post to Panostaja Oyj, Sari Tapiola, PO Box 783, 33101 Tampere.

The letter or e-mail of registration must have arrived before the end of the registration period.

The person registering should state the name and personal ID number of the shareholder as well as the name of any possible assistant and the name and ID number/company and business registration number of any possible proxy representative. The personal data given by shareholders to Panostaja Oyj will only be used in connection with the Annual General Meeting and the processing of registration required for it.

  1. Use of a proxy representative and power of attorney

A shareholder may participate in the Annual General Meeting and use his/her rights in it by means of a proxy representation.

A shareholder’s proxy must present a dated power of attorney, or he/she must in some other credible way show that he/she has been authorized to represent the said shareholder. If the shareholder participates in the Annual General Meeting by means of several proxies, who represent him/her relating to shares in different book-entry accounts, the shares based on which each proxy is representing the shareholder must be specified at the time of registration. 

Any powers of attorney should be sent by post in their original forms to Panostaja Oyj, Sari Tapiola, PO Box 783, 33101 Tampere before the end of the registration period.

  1. Owners of nominee-registered shares

An owner of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on January 19, 2012, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by January 26, 2012 by 10:000 am. As regards nominee-registered shares this constitutes due registration for the meeting. 

Owners of nominee-registered shares are advised to request from their custodian bank, in good time, the instructions they need concerning registration in the temporary shareholders’ register of the company, the issuing of powers of attorney, and registration for the Annual General Meeting. The account management organization of the custodian bank has to register the holder of a nominee-registered share, who wishes to participate in the Annual General Meeting into the company’s temporary shareholders’ register no later than January 26, 2012 by 10:00 am. 

  1. Other instructions/information

A shareholder who is present at the Annual General Meeting has the right to present questions with respect to the matters to be considered at the meeting pursuant to Chapter 5 Section 25 of the Companies Act.

On December 15, 2011, the date of the notice to the Annual General Meeting, Panostaja Oyj has a total of 51,733,110 shares and votes.

Coffee will be served at the Meeting.

Vehicles may be parked in the parking hall of Technopolis Yliopistonrinne, which can be accessed from Ratapihankatu. Parking is also available in the parking halls of the nearby Koskikeskus and Tullintori shopping centers and in the railway station car park. 

 

Tampere, December 15, 2011

 

PANOSTAJA OYJ BOARD OF DIRECTORS

 

Further information:

 

CEO Juha Sarsama, Panostaja Oyj, +358 10 217 3210 or +358 40 774 2099