Panostaja Oyj Stock exchange bulletin January 31, 2017 at 16.45 p.m.
Panostaja Oyj’s Annual General Meeting was held on January 31, 2017 in Tampere.
The Annual General Meeting adopted the financial statements and consolidated financial statements presented for the financial period November 1, 2015 – October 31, 2016 and resolved that a dividend of EUR 0.04 per share be paid for the financial period November 1, 2015 – October 31, 2016. The dividend will be paid to those shareholders who on the record date of the payment, February 2, 2017, are recorded in the company’s shareholders’ register maintained by Euroclear Finland Oy. The dividend will be paid on February 9, 2017. In addition, the Annual General Meeting resolved to authorize the Board to decide, at its discretion, on the potential 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 distribution of assets performed on the basis of this authorization totals EUR 4,700,000. The authorization includes the right of the Board to decide on all other terms and conditions relating to said asset distribution. The authorization remains valid until the start of the next Annual General Meeting.
The Annual General Meeting granted discharge from liability to the members of the Board and the CEO.
The Annual General Meeting resolved that the remuneration of the Board remains unchanged and that for the term that ends at the end of the next Annual General Meeting the Chairman of the Board be paid a compensation of EUR 40,000, and that the other members of the Board be each paid a compensation of EUR 20,000. The Annual General Meeting also resolved that approximately 40% of the remuneration remitted to the members of the Board will be paid on the basis of the share issue authorization given to the Board, by issuing company shares to each Board member if such Board member does not own more than one percent (1%) of the company’s shares on the date of the General Meeting. If the holding of a Board member on the date of the General Meeting is over one percent (1%) of all company shares, the remuneration will be paid in full in monetary form. Furthermore, the Annual General Meeting resolved that the travel expenses of the Board members will be paid based on the maximum amount specified in the grounds for payment of travel expenses ordained by the Finnish Tax Administration as valid from time to time.
The number of members of the Board was set at six (6). For the term that ends at the end of the next Annual General Meeting, Jukka Ala-Mello, Eero Eriksson, Mikko Koskenkorva, Tarja Pääkkönen, Hannu Tarkkonen and Antero (Antti) Virtanen were re-elected to the Board.
For the term ending at the end of the next 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 Lauri Kallaskari will serve as the chief responsible auditor.
In addition, 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, the number of the company’s own shares to be acquired may not exceed 5,200,000, which corresponds to approximately 9.9% of the company’s total amount of 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 prevailing market price formed in public trading on the NASDAQ Helsinki Oy on the date of acquisition or otherwise at the prevailing market price. The Board will decide how the company’s own shares are to be acquired. The company’s own shares may be acquired in deviation from the proportion of ownership of the shareholders (directed acquisition). The authorization issued at the previous Annual General Meeting on February 2, 2016 to decide on the acquisition of the company’s own shares is canceled by this authorization. This authorization shall be valid until July 31, 2018.
The General Meeting resolved in accordance with Chapter 4, Section 10, subsection 2 of the Limited Liability Companies Act that, regarding the so-called unclaimed shares entered in the joint book-entry account, the right to shares incorporated in the book-entry system and the rights such shares carry have been forfeited in accordance with Chapter 4, Section 10, subsection 2 of the Limited Liability Companies Act. The General Meeting authorized the Board to take all measures required by said resolution. Following the resolution, the provisions on treasury shares apply to the shares that have been entered in the joint book-entry account. Before the resolution, 188.950 company shares were entered in the joint book-entry account, and therefore, as these shares following the resolution became treasury shares held by the company, the amount of treasury shares held by the company is 512.706.
Immediately upon the conclusion of the Annual 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 presented to the Annual General Meeting by Juha Sarsama is attached to this bulletin.
Panostaja Oyj
Juha Sarsama CEO
Further information: Juha Sarsama +358 (0)40 774 2099
Attachment: The CEO’s review presented at the Annual General Meeting of Panostaja Oyj in Finnish
