Panostaja Oyj Stock exchange bulletin January 29, 2014 at 16.15
Panostaja Oyj’s Annual General Meeting was held on January 29, 2014 in Tampere.
The Annual General Meeting adopted the financial statements and consolidated financial statements presented for the financial period November 1, 2012–October 31, 2013 and decided that no dividend or capital repayment is distributed.
In addition, the Annual General Meeting authorized the Board to decide, at its discretion, on the distribution of assets to shareholders, the company's financial status permitting, as dividends or capital repayment from the invested unrestricted equity fund. The maximum distribution of assets performed on the basis of this authorization totals EUR 5,200,000. The authorization includes the right of the Board to decide on all other terms and conditions relating to the said asset distribution. The authorization will remain valid until the beginning of the next Annual General Meeting.
The Annual General Meeting granted exemption from liability to the members of the Board and to the CEO.
It was decided at the Annual General Meeting that for the term that begins at the end of the Annual General Meeting and ends at the end of the 2015 Annual General Meeting the Chairman of the Board be paid EUR 40,000 as compensation, and that the other members of the Board be paid EUR 20,000 as compensation. It was further resolved at the Annual General Meeting that approximately 40% of the compensation remitted to the members of the Board be paid on the basis of the share issue authorization given to the Board, by issuing company shares to each Board member if the Board member does not own more than one percent of the company’s shares on the date of the Annual General Meeting. If the holding of a Board member on the date of the Annual General Meeting is over one percent of all company shares, the compensation will be paid in full in monetary form. The Annual General Meeting also decided that the travel expenses of the Board members be paid based on the maximum amount specified in the valid grounds for payment of travel expenses ordained by the Finnish Tax Administration. The Annual General Meeting also decided that the auditors be paid compensation based on a reasonable invoice.
The number of members of the Board was set at six. For the period beginning at the end of the Annual General Meeting and ending at the end of the 2015 Annual General Meeting, Jukka Ala-Mello, Eero Eriksson, Mikko Koskenkorva, Jukka Terhonen and Antero (Antti) Virtanen were re-elected to Panostaja Oyj’s Board of Directors, along with a new member Hannu Tarkkonen. For the period beginning at the end of the Annual General Meeting and ending at the end of the 2015 Annual General Meeting, Authorized Public Accountants PricewaterhouseCoopers Oy and Authorized Public Accountant Markku Launis were elected as auditors. Authorized Public Accountants PriceWaterhouseCoopers Oy has stated that Authorized Public Accountant Janne Rajalahti will serve as the chief responsible public accountant.
The Board was authorized to decide on the acquisition of the company’s own shares in one or more installments so that, based on the authorization, it will be possible to acquire up to 5,100,000 of the company’s own shares, which corresponds to about 9.86% of all the company’s shares. By virtue of the authorization, the company’s own shares may be acquired using unrestricted equity only. 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 the prevailing market price. The Board of Directors will decide how the company’s own shares are to be acquired. The company’s own shares may be acquired not following the proportion of ownership of the shareholders (directed acquisition). The authorization shall be valid until July 29, 2015. The authorization issued at the Annual General Meeting of January 29, 2013 to decide on the acquisition of the company’s own shares is cancelled by this authorization.
Immediately upon the conclusion of the General Meeting, the company’s Board held an organizing meeting in which Jukka Ala-Mello was elected Chairman and Eero Eriksson was elected deputy Chairman.
The CEO’s review prepared and presented to the Meeting by Juha Sarsama is attached to this bulletin.
Further information: Juha Sarsama 040 774 2099
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