INVITATION TO ANNUAL GENERAL MEETING

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| Source: Panostaja Oyj
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Panostaja Oyj  Stock Exchange Bulletin        December 13, 2013, 10:30 am

Panostaja Oyj’s Annual General Meeting will be held on Wednesday January 29, 2014 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

2. Calling the meeting to order

3. Appointment 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 financial statements, consolidated financial statements, report of the Board of Directors and auditor’s report for the financial period ending October 31, 2013

-    Presentation of the CEO’s review

7. Adoption of financial statements and consolidated financial statements

8. Use of profit shown on the balance sheet 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 the loss for the financial period of EUR 12,312,404.14 be transferred to the accrued earnings account and that neither dividends nor repayment of capital is distributed.

In addition, the Board proposes that the Annual General Meeting authorize the Board of Directors to decide, at its discretion, on the possible distribution of assets to shareholders, should the company's financial status permit this, either as dividends or as repayment of capital 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 beginning of the next Annual General Meeting.

9. Decision on the discharge from liability of the members of the Board and the CEO

10. Decision on compensation for the members of the Board

Shareholders, who represent more than 10% of the company’s shares and votes, have notified the board of directors that they will be making a proposal regarding the remuneration of the board of directors at a later stage. The proposal will be published as a stock exchange release and posted on the website of the company immediately after the company is informed of the proposal.

11. Decision on the number of members of the Board

Shareholders, who represent more than 10% of the company’s shares and votes, have notified the board of directors that they will be making a proposal regarding the number of members of the board of directors at a later stage. The proposal will be published as a stock exchange release and posted on the website of the company immediately after the company is informed of the proposal.

12. Election of members of the Board

Shareholders, who represent more than 10% of the company’s shares and votes, have notified the board of directors that they will be making a proposal regarding the election of the members of the board of directors at a later stage. The proposal will be published as a stock exchange release and posted on the website of the company immediately after the company is informed of the proposal.

13. 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.

14. 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 elected.

15. 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 re-elected as auditors for the period that ends at the end of the Annual General Meeting in 2015. Authorized Public Accountants PriceWaterhouseCoopers Oy has stated that Authorized Public Accountant Janne Rajalahti will serve as the chief responsible public accountant.

16. 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 29, 2013 to decide on the acquisition of the company’s own shares is cancelled by this authorization.

The authorization shall be valid until July 29, 2015.

17. Closing of the meeting

 

MEETING DOCUMENTS

The aforementioned proposals by the Board of Directors on the agenda of the Annual General Meeting and this invitation to the Meeting are available at Panostaja Oyj’s websit 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 8, 2014 at the latest. The proposals of the shareholders, who represent more than 10% of the company’s shares and votes, regarding the remuneration of the members of the board of directors, the number of the members of the board of directors and the election of the members of the board of directors will be posted on the said website at a later stage. The proposals by the Board of Directors and shareholders and the financial statement 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 17, 2014, are on the company’s shareholders’ register maintained 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 24, 2014 at 4:00 pm. Registration to the Meeting may be done:

a) by telephone on +358 50 685 70 on weekdays between 8:00 am and 4:00 pm Finnish time;

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

c) by post to Panostaja Oyj, Milla Store, Kalevantie 2, 33100 Tampere.

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

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

2. Use of a proxy representative, and powers of attorney

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

Original powers of attorney should be sent by post to Panostaja Oyj, Milla Store, Kalevantie 2, 33100 Tampere before the end of the registration period.

3. Owners of nominee-registered shares

An owner of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of those shares based on which he/she, on January 17, 2014, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Oy. The right to participate in the Annual 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 24, 2014 by 10:00 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, 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 in the company’s temporary shareholders’ register no later than January 24, 2014 by 10:00 am.

4. Other instructions/information

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

On December 13, 2013, the date of the invitation 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 and on the parking deck of Technopolis Yliopistonrinne, both accessible from Ratapihankatu. Parking is also available in the parking halls of the Hämppi and Koskikeskus and Tullintori shopping centers nearby and in the railway station car park. 

Tampere, December 13, 2013

PANOSTAJA OYJ BOARD OF DIRECTORS

 

Further information:

CEO Juha Sarsama, Panostaja Oyj, +358 40 774 2099