Panostaja Oyj Stock Exchange Bulletin, 17th October 2007 PROPOSALS TO BE MADE BY SUOMEN HELASTO OYJ'S BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING ON 17th OCTOBER 2007 Suomen Helasto Oyj, a subsidiary of Panostaja Oyj, has October 10th issued the appended Stock Exchange Bulletin, containing details of proposals to be made by Suomen Helasto Oyj's Board of Directors to the Extraordinary General Meeting due to be held on 17th October 2007. PANOSTAJA OYJ Juha Sarsama CEO This stock exchange bulletin is a translation of the original Finnish stock exchange bulletin October 10,2007 For further information, please contact Mr. Juha Sarsama, mobile +358 (0)40 774 2099. Appendix ‘PROPOSALS TO BE MADE BY SUOMEN HELASTO OYJ'S BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING ON 17th OCTOBER 2007 PROPOSAL TO BE MADE BY SUOMEN HELASTO OYJ'S BOARD OF DIRECTORS ON DISPOSAL OF SUOMEN HELASTO OYJ'S OPERATING COMPANIES AND OTHER COMPANIES Suomen Helasto Oyj's Board of Directors has decided to propose to the Extraordinary General Meeting of Suomen Helasto Oyj (hereinafter also referred to as ‘the Company'), due to convene on 17th October 2007, that the Company's Board of Directors be authorised to sell shares in all of the Company's operating subsidiaries as well as other subsidiaries to companies owned by Panostaja Oyj in their entirety on the following terms and conditions and otherwise as per terms and conditions as deemed most suitable by the Board: The Company will sell the shares in its fastenings companies, i.e. Porin Pultti Oy, Helsingin Laaturuuvi Oy and Ruuvipojat Oy, to Ollinvara III Oy, a subsidiary owned by Panostaja Oyj, for a total trade price of EUR 2.1 million. The Company will sell the shares in its fittings companies, i.e. Seinäjoen Rakennustarvike ja Lukko Oy and Suomen Helakeskus Oy, to Novacausa II Oy, a subsidiary owned by Panostaja Oyj, for a total trade price of EUR 11.8 million and on condition that the Company will be entitled to draw a dividend from its aforementioned subsidiaries totalling no more than EUR 1.5 million. The Company will sell the shares in its locks and security company, i.e. LukkoExpert Security Oy, to Novacausa I Oy, a subsidiary owned by Panostaja Oyj, for a total trade price of EUR 2.3 million. The Company will sell the shares in Helakiinteistöt Oy, Pulapotti Oy and Suomen Turvaurakointi Oy to Panostaja Real Estate Oy and Solikko Oy, subsidiaries owned by Panostaja Oyj, for a total trade price of approximately EUR 0.3 million. The condition of the sale of the share capital in all of the aforementioned companies being sold is that the buyer undertakes to guarantee that the subsidiaries being sold will repay their debts to the Company within a period of time to be agreed separately. In other respects, the Board of Directors will be entitled to agree on any other terms and conditions of the trade as it deems most suitable. PROPOSAL TO BE MADE BY SUOMEN HELASTO OYJ'S BOARD OF DIRECTORS ON AMENDING SUOMEN HELASTO OYJ'S ARTICLES OF ASSOCIATION Suomen Helasto Oyj's Board of Directors has decided to propose to the Extraordinary General Meeting of Suomen Helasto Oyj (hereinafter also referred to as ‘the Company'), due to convene on 17th October 2007, that the Company's Articles of Association be amended as follows: The Board of Directors proposes that the Extraordinary General Meeting amend Article 1 of the Articles of Association as follows: “The business name of the Company is Takoma Oyj and its registered office is located in Tampere, Finland.” The Board of Directors proposes that the Extraordinary General meeting amend Article 2 of the Articles of Association as follows: “The Company's field of activity shall be to design, develop, sell and manufacture components, products and systems for the mechanical engineering, machine construction, vehicle and automation industries and to provide related services on a global scale, either directly or through its subsidiaries or associates. As a parent company, the Company may also attend to the Group's organisation, financing, purchases and other such joint duties and may also own real estate, shares and holdings, and engage in securities trading and other investment activities.” The Board of Directors proposes that the Extraordinary General Meeting amend Article 3 of the Articles of Association as follows: “The Company's minimum and maximum share capital shall be EUR 600,000.00 and EUR 60,000,000.00 respectively, within the limits of which share capital may be increased or decreased without amending the Articles of Association. The nominal value of a share shall be six cents (EUR 0.06).” PROPOSAL TO BE MADE BY SUOMEN HELASTO OYJ'S BOARD OF DIRECTORS ON AN INCREASE IN SUOMEN HELASTO OYJ'S SHARE CAPITAL Suomen Helasto Oyj's Board of Directors has decided to propose to the Extraordinary General Meeting of Suomen Helasto Oyj (hereinafter also referred to as ‘the Company'), due to convene on 17th October 2007, that the Extraordinary General Meeting authorise the Board to decide on an increase in the Company's share capital. The Board of Directors proposes that the Extraordinary General Meeting revoke the authorisation granted to the Board at the Annual General Meeting held on 19th December 2006 to decide on an increase in share capital through a new share issue. The Board of Directors proposes that the Extraordinary General Meeting authorise the Board to decide on issuing a maximum of 10,000,000 new shares at a nominal price of EUR 0.06 each either against payment or free of charge (‘share issue authorisation'). The share capital increase must not exceed EUR 600,000.00. New shares may be issued to the Company's shareholders in the proportion of their existing holdings of the Company's shares. The share issue authorisation will not exclude the Board's right to decide on private placements; such issues may disapply the shareholders' pre-emption rights laid down in Chapter 9, section 3 of the Limited Liability Companies Act, if there is a significant financial reason to do so from the Company's point of view. The Board of Directors proposes that the Extraordinary General Meeting authorise the Board, within the limits of the general authorisation mentioned in paragraph 3.1 above, if the Board so wishes, to issue 2,662,925 new Company shares for subscription by Mr. Kimmo Korhonen, a shareholder in Hervannan Koneistus Oy, disapplying the shareholders' pre-emption rights, on condition that Mr. Korhonen pays the subscription price by conveying the entire share capital that he owns in Hervannan Koneistus Oy to the Company. The shareholders' pre-emption rights can be disapplied, because there is a significant financial reason to do so from the Company's point of view. New shares will be issued as part of the acquisition related to the restructuring. When agreeing on the acquisition, the number of shares offered for subscription must be considered to correspond with the fair value of Hervannan Koneistus Oy's share capital based on the market price quoted at the time. The Board proposes that the subscription price of new shares be recorded in share capital and in the invested non-restricted equity fund. The share issue authorisation will be valid for two years as from the date of the decision. PROPOSAL TO BE MADE BY SUOMEN HELASTO OYJ'S BOARD OF DIRECTORS ON ACQUISITION OF THE TAMPEREEN LAATUKONEISTUS OY BUSINESS CURRENTLY BELONGING TO PANOSTAJA GROUP Suomen Helasto Oyj's Board of Directors has decided to propose to the Extraordinary General Meeting of Suomen Helasto Oyj (hereinafter also referred to as ‘the Company'), due to convene on 17th October 2007, that the Company's Board of Directors be authorised to purchase the business of Tampereen Laatukoneistus Oy, currently belonging to Panostaja Group, on behalf of the Company or on behalf of a subsidiary fully owned by the company for a trade price of EUR 3,700,000.00 and otherwise as per other terms and conditions as deemed most suitable by the Board. PROPOSAL TO BE MADE BY SUOMEN HELASTO OYJ'S BOARD OF DIRECTORS ON PUBLICATION OF INVITATIONS TO GENERAL MEETINGS OF SHAREHOLDERS Suomen Helasto Oyj's Board of Directors has decided to propose to the Extraordinary General Meeting of Suomen Helasto Oyj (hereinafter also referred to as ‘the Company'), due to convene on 17th October 2007, that the newspaper referred to in Article 9 of the Articles of Association, where invitations to General Meetings of Shareholders will be published from now on, be Aamulehti. PROPOSAL TO BE MADE BY SUOMEN HELASTO OYJ'S BOARD OF DIRECTORS ON COMPLETING MEMBERSHIP OF THE BOARD OF DIRECTORS Suomen Helasto Oyj's Board of Directors has decided to propose to the Extraordinary General Meeting of Suomen Helasto Oyj (hereinafter also referred to as ‘the Company'), due to convene on 17th October 2007, that its membership be brought up to the level specified in Article 6 of the Articles of Association, since, of its current members, Mr. Olli Halmevuo has resigned his position as a Board member and Mr. Tapio Tommila has indicated that he will not be continuing on the Board after the Extraordinary General Meeting. A number of shareholders, representing at least 10% of votes carried by the Company's shares, have notified the Board that they will propose that the EGM elect Mr. Juha Sarsama, a CEO from Tampere, and Mr. Kimmo Korhonen, a Managing Director from Tampere, as new Board members. Seinäjoki, 10th October 2007 BOARD OF DIRECTORS OF SUOMEN HELASTO OYJ Further information: Mr. Veli Ollila, Chairman of the Board, mobile +358 (0)50 305 5075.'
PROPOSALS TO BE MADE BY SUOMEN HELASTO OYJ'S BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING ON 17th OCTOBER 2007
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