Panostaja Oyj Stock Exchange Release 27th October 2008 at 16:00 PANOSTAJA OYJ'S BOARD SUGGESTS A COMBINATION OF THE SERIES OF SHARES - SUMMONS TO THE EXTRAORDINARY GENERAL MEETING Panostaja Oyj's Board has decided to suggest to the Extraordinary General Meeting a combination of the present share types. The suggestion supports the execution of Panostaja's growth strategy, because its approval would increase the interest in the company's shares and their exchangeability. The combination of the series of shares will also improve the possibility to use a Panostaja share as a payment method for corporate acquisitions. As part of the selected growth strategy and focus on the core business, Panostaja Oyj's Board has also decided to investigate the realisation of the real estate owned by the Group, even though the present cash funds are sufficient for the execution of growth. The purpose is to finish the investigation assignment during December 2008. Panostaja Oyj's (Panostaja) Extraordinary General Meeting will be held on Monday, 10th November 2008 starting at 9.00 o'clock in Tampereen Portti (the Restaurant Wanha Portti) in Tampere at Postitorvenkatu 16. In the General Meeting the suggestions of the Board to the General Meeting specified in Points 1-3 of the Summons below related to the combination of the series of shares, free private offering of shares and the amendment of the Articles of Association will be considered. 1. Combination of the series of shares A and B The shares of the company are divided into A and B series according to the Articles of Association. The series differ from each other so that a share of the A series has twenty (20) votes and a share of the B series has one (1) vote. At the moment there are 17.256.595 shares of the A series (corresponding to 37.5 % of Panostaja's shares and 92.3 % of the votes) and 28.819.085 shares of the B series (corresponding to 62.5 % of Panostaja's shares and 7.7 % of the votes). Both shares are the object of public trading on the main list of the NASDAQ OMX Helsinki Stock Exchange. The Board suggests that the A and B series of shares should be combined as one share type, which will be the object of public trading, in which every share has one vote and the same rights in every other respect, too. The combination requires that the rules and regulations related to the share types are deleted in the way proposed below by the Board. They suggest that the balancing date of the combination of the shares should be 13th November 2008. The Board suggests that the combination of the series of shares should be made without increasing the share capital. Then the acceptance of the Board's suggestion requires that the General Meeting has decided to amend Panostaja's Articles of Association according to Point 3 of the summons to the meeting so that the company's shares do not have a nominal value any more. The Board suggests that all references to the shares of the B series should, starting from the combination, be interpreted as references to the company's shares, unless otherwise specified. The Board has, when considering the combination of the series of shares, taken into account that series of shares of different values are distinctively a Nordic phenomenon that many Finnish companies have withdrawn from. The combination of the share types is justifiable in order to clarify Panostaja's ownership structure and it is estimated to increase the interest in the company's shares and improve its exchangeability and thus increase the value of the Panostaja share in the long term. According to the Board the combination of the share types will thus safeguard the company's and all the shareholders' interest. 2. Free private offering The Board suggests that a so-called premium should be granted due to the loss of the voting right of the shares of the A series related to the combination of the share types, which will be executed by a free private offering to the shareholders of the A series. The free private offering will be, departing from the privilege of the shareholders, directed by giving, free of charge, one (1) new Panostaja share for thirteen (13) shares of the A series. After the combination of the series of shares and the private offering, a shareholder of the A series will thus own, instead of the A shares, fourteen (14) new Panostaja shares (rate of exchange) for thirteen (13) A shares. In the free share issue, shareholders of the A series who were entered into Panostaja's shareholders' register, which is maintained by the Finnish Central Securities Depository Ltd (APK), by the record date, 13th November 2008, are entitled to receive shares. These shareholders will be given the new shares in relation to their ownership according to their book-entry account and they will be registered directly into their due book-entry accounts based on the information on the record date, in accordance with the rules and practices to be followed in the book-entry system. To the extent that a shareholder's amount of shares of the A series is not divisible by 13 according to the book-entry account on the record date, the shares which will be formed based on the remainders will be given to Danske Markets to sell (a part of Danske Bank A/S's branch in Helsinki) in a way which will be decided by the Board and according to an agreement to be made between the company and Danske Markets. The sale will be made on behalf of the shareholders whose shares of the A series were not divisible by thirteen (13) and account will be rendered for the selling price received in proportion to the remainders in question and the financial accounts attached to their book-entry accounts. In the free private offering at the most 1.327.430 shares will be given. The new shares will yield the rights of a shareholder after their registration. The Board of the company is entitled to decide on other conditions and practical issues related to the free private offering. When considering the reasons for the free private offering the Board has, in addition to the above-mentioned facts and reasons related to the combination of the series of shares of the company, taken into account the following circumstances: (a) the effects of the combination of the share types suggested by the Board on the voting right proportions, that is the decrease in the amount of votes of the shares of the A series from approximately 92.3 % to approximately 39.2 % and the increase of the amount of votes of the shares of the earlier B shares correspondingly from approximately 7.7 % to approximately 60.8 %, (b) the habitualness and reasonableness of the premium to be given to the owners of the A shares in connection with the combination of the share types suggested by the Board and (c) habitualness and reasonableness of the dilution effect of 1.8 % on the shareholding of the shareholders of the B series caused by the free private offering suggested by the Board. According to the Board, the combination of the share types and the free private offering related thereto will render the owners of the B share and the company such advantages that they correspond to the advantage received by the A shareholders in the free private offering. According to the Board the combination of the share types and the free private offering related thereto can be regarded as reasonable from the point of view of the overall interest of the company and all its shareholders. Taking into account the above-mentioned reasons and circumstances, the Board considers that there is an especially weighty financial reason for the free share issue to be executed in order to combine the share types, from the point of view of the overall interest of the company and all its shareholders. In order to verify the shareholders' equality, the Board has purchased a so-called fairness opinion statement from Danske Markets. According to the statement the rate of exchange is financially righteous and reasonable from the point of view of all Panostaja shareholders. 3. Amendment of the Articles of Association The Board suggests that the Articles of Association should be amended as follows: (a) the following rules and regulations shall be deleted: Article 2 The purpose of the company activities, Article 4 Share capital, and Article 5 Share types; (b) the content of the following rules and regulations shall be amended in the way apparent in the proposed amendment of the Articles of Association which is in the Attachment of the summons to the meeting: Article 3 Line of business, Article 4a Book-entry system, Article 5 Board of Directors, Article 7 Auditors, Article 8 Regular authorisations to sign for the company and (c) due to the above-mentioned amendments, the numbering of the rules and regulations shall be amended so that it remains running in spite of the deleted rules and regulations. The new Articles of Association suggested by the Board are as follows: ARTICLES OF ASSOCIATION Article 1 Company name and registered office The name of the company is Panostaja Oyj and its registered office shall be in Tampere. Article 2 Company's line of business The company's line of business is one that is engaged in and finances - either directly or using a subsidiary or an associated company - production, development and research operations and owns partly or totally shares and portions of other companies engaged in business activities and especially premises and other capital assets intended to be used by the group of companies. The company grants guarantees and other securities to companies which belong to the group of companies as minority partnerships as a guarantee for their loans and other commitments and takes care of the development and supervision of these companies. Article 3 Shares The company's shares belong to the book-entry system. Article 4 Board of Directors The company has a Board of Directors which includes at least three (3) members and at the most six (6) ordinary members. The term of office of a Board member expires at the close of the following annual general meeting after their election. The Board of Directors elects a chairman and a deputy chairman from among its members. Article 5 Managing Director The company has a Managing Director, who is elected by the Board of Directors. Article 6 Auditors The company has at least one auditor authorised by the Central Chamber of Commerce of Finland and one deputy auditor. An audit corporation authorised by the Central Chamber of Commerce of Finland can be elected as a regular auditor, in which case a deputy auditor shall not be elected. The term of office of the auditors is the accounting period and their task shall finish at the close of the following Annual General Meeting after their election. Article 7 Representation of the company The company shall be represented by the Managing Director and Chairman of the Board, both separately alone or by two Board members together. The Board decides on the proxies. Article 8 Summons to the General Meeting and participation in the General Meeting The summons to the General Meeting must be delivered to the shareholders as a registered letter sent to the address in the list of registered shareholders, or another evidential manner, or by publishing the summons in at least one newspaper with a national circulation area stipulated by the General Meeting no earlier than two (2) months and no later than seventeen (17) days before the General Meeting. A shareholder must, in order to participate in the General Meeting, report to the company no later than on the day stated in the summons, which can be no earlier than ten (10) days before the General Meeting. Article 9 Annual General Meeting The Annual General Meeting shall be held yearly on a day stipulated by the Board of Directors by the end of April. In such a meeting there shall be presented: 1. closing of the accounts and annual report, 2. report of the auditor, there shall be decided: 3. confirmation of the financial statements, 4. appropriation of profit in accordance with the balance sheet 5. whether to grant a release from liability for the members of the Board and the Managing Director, 6. fees for the members of the Board and auditors, 7. number of the members of the Board, 8. number of the auditors, there shall be elected: 9. members of the Board of Directors 10. auditors and, if necessary, deputy auditors, there shall be handled: 11. other items separately mentioned in the summons. Article 10 Financial period The company's financial period shall start on 1st November and end on 31st October. According to the suggestion of the Board, particular suggestions presented in Points 1-3 are bound by each other, forming a coherent entity and thereby the approval of every particular suggestion requires the approval of all the suggestions. The combination of the A and B series of shares and the free private offering do not require any measures from the shareholders. A shareholder has the right to participate in a General Meeting, if he/she was registered as a shareholder no later than 31st October 2008 in Panostaja's shareholders' register which is maintained by the Finnish Central Securities Depository Ltd. A shareholder whose shares are registered in his/her book-entry account, is also registered in Panostaja's shareholders' register. An owner of an administratively registered share can, no later than ten days before the General Meeting, state that he/she shall be temporarily registered in the shareholders' register in order to participate in the General Meeting. The entry into the shareholders' register must be made at the latest on 31st October 2008. A shareholder who wants to participate in a General Meeting must report in advance in writing to Panostaja no later than on 7th November 2008 by 12.00 o'clock at the following address: Sari Tapiola/Panostaja Oyj, P.O. BOX 783, 33101 Tampere, by telefax 010 2173 232 or by telephone to Sari Tapiola, tel. 010 2173 211. The registration letter or telefax must arrive at Panostaja by the close of the registration time. Possible proxies must be delivered in connection with the registration. The Board's suggestion with its Attachments shall be displayed for the shareholders' inspection a week before the meeting at Panostaja's Head Office (address above). The shareholders shall be sent copies of these documents on request. This stock exchange bulletin is a translation of the original Finnish stock exchange bulletin 23rd October 2008. Tampere, 22nd October 2008 PANOSTAJA OYJ'S BOARD OF DIRECTORS Additional information: Juha Sarsama, Managing Director, tel. 040 774 2099
PANOSTAJA OYJ'S BOARD SUGGESTS A COMBINATION OF THE SERIES OF SHARES - SUMMONS TO THE EXTRAORDINARY GENERAL MEETING
| Source: Panostaja Oyj