PANOSTAJA OYJ Stock Exchange Bulletin 30th May 2007 PANOSTAJA ACQUIRES SUOMEN HELASTO Investment company Panostaja Oyj has extended its business activities by acquiring a majority holding in Suomen Helasto Oyj. An agreement about a share exchange to this effect was signed earlier today. Suomen Helasto Oyj specialises in locking and security as well as fittings and fastenings services and wholesale. The acquisition of Suomen Helasto Oyj, which has operations in nine towns across Finland, results in the creation of three new business areas within Panostaja. The principal owners of Panostaja Oyj and Suomen Helasto Oyj, who own a total of 68.77% of the share capital and voting powers in Suomen Helasto, today completed a share exchange that transferred all of these shareholders' Suomen Helasto shares to the ownership of Panostaja Oyj. At the same time Suomen Helasto became a subsidiary of Panostaja Oyj. In the completed share exchange, Panostaja provided five Panostaja B shares in exchange for every six Suomen Helasto shares and any remaining fractions of one share will be paid in cash to Suomen Helasto's shareholders using the closing price for Panostaja B shares as of 29th May 2007 as the basis for calculation. The total value of the share exchange completed today based on the closing price for Panostaja B shares as of 29th May 2007 is €11.3 million. Panostaja to launch a public takeover bid As a result of the share exchange detailed above, Panostaja has incurred an obligation under the Securities Markets Act Chapter 6 section 10 to launch a takeover bid to other Suomen Helasto shareholders. As part of the takeover bid, Panostaja offers a share exchange, where six Suomen Helasto shares will be exchanged for five Panostaja B shares and a cash consideration for any remaining fractions of one share as specified above. As an alternative to the share exchange, Panostaja offers a full cash consideration to the value of €1.27 per share. The closing prices for Panostaja's B share and Suomen Helasto's share on 29th May 2007 were €1.52 and €1.19 respectively. The cash consideration offered for Suomen Helasto's shares is about 6.7% higher than the company's closing price as of 29th May 2007 and 7.0% higher than the volume-weighted average share price over the previous six months on the Helsinki Stock Exchange. The total value of the takeover bid amounts to about €5.2 million. Panostaja implements its growth strategy A target set by Panostaja is to obtain more than 30% average growth in net turnover, including the impact of new business areas. The aim is to acquire 2 to 3 new business areas and complement existing areas through acquisitions, while also giving independence to one business area every year. Suomen Helasto, listed on the Helsinki Stock Exchange, holds a strong position in its business areas. Turnover for 2006 was €26 million and it employed about 150 people. As a result of the acquisition, Panostaja is increasing its own turnover by 45% to more than €85 million and the total headcount in the group now exceeds 600 people. - The acquisition of Suomen Helasto to form part of our group is proof of our strong progress along our chosen growth strategy, says Panostaja CEO Olli Halmevuo. The acquisition is part of Panostaja's implementation of its plan to acquire several companies every year in order to build up new business areas. - Panostaja has prepared itself to take on this challenge by gathering the required competence and financial resources, says Olli Halmevuo. The merger of the two listed companies also brings synergy benefits. THREE NEW BUSINESS AREAS Following the acquisition of Suomen Helasto, Panostaja is setting up three new business areas within the group: locking and security, fittings and fastenings. These business areas will be systematically developed over a long period of time. - We see great potential, for example, within the locking and security business. We will place a strong focus on new forms of services and deliveries of overall systems. Suomen Helasto will also benefit from Panostaja's entrepreneur-led mode of operations, says Olli Halmevuo FINANCING The share exchange or purchase will be financed from cash reserves. consolidated profit and loss accounts and balance sheets Q1/2007, Q1/2006 and 2006 PANOSTAJA GROUP profit and loss account Nov/06-jan/07 nov/05-jan/06(* nov/05-oct/06 (€1,000) (3 months) (3 months) (12 months) Turnover 16,696 11,351 57,755 Other operating income 36 21 772 Share of profit of associates 0 89 86 Total expenses 15,042 10,531 51,929 Planned depreciation and amortisation 340 243 1,209 Operating profit 1,350 687 5,476 Financial income and expenses -103 -141 -540 Profit before taxes 1,247 546 4,936 Taxes -324 -126 -1,210 Profit for the period from 923 420 3,725 continuing operations Profit for the period from 0 79 4,903 discontinued operations Profit for the period 923 499 8,628 Attributable to: Minority interests 318 158 1,171 Parent company equity holders 605 341 7,457 *)Net turnover and expenses relating to Pajakulma Group, which was sold on 31st October 2006, have been removed from the profit and loss account for the comparison period. Pajakulma Group's profit is reported under ‘Profit for the period from discontinued operations'. CONSOLIDATED BALANCE SHEET 31ST JAN 2007 31ST JAN 2006 31ST OCT 2006 (€1,000) ASSETS Non-current assets Intangible assets 2,193 1,299 2,211 Tangible assets 9,496 9,931 9,654 Interests in associates 891 1,616 894 Other non-current assets 123 135 127 Interest-bearing receivables 15 15 15 Total 12,718 12,996 12,900 Current assets Stocks 7,645 10,057 7,941 Trade and other receivables 11,419 10,196 14,360 Short-term investments 15,407 1,018 2,222 Cash and cash equivalents 6,603 1,568 10,207 Total 41,074 22,839 34,730 TOTAL ASSETS 53,792 35,835 47,631 EQUITY AND LIABILITIES Equity attributable to parent company equity holders Share capital 3,572 3,291 3,568 Other equity 11,778 5,676 14,592 Total 15,350 8,967 18,160 Minority interest 2,307 1,970 2,154 Total equity 17,657 10,937 20,314 LIABILITIES Deferred tax liabilities 304 39 309 Convertible loan 12,517 3,195 2,316 Non-current liabilities 8,628 9,637 9,393 Current liabilities 14,686 12,027 15,298 Total liabilities 36,135 24,898 27,316 TOTAL EQUITY AND LIABILITIES 53,792 35,835 47,631 SUOMEN HELASTO GROUP PROFIT AND LOSS ACCOUNT nov/06-jan/07 nov/05-jan/06(* nov/05-oct/06 (€1,000) (3 MONTHS) (3 MONTHS) (12 MONTHS) Turnover 6,792 6,456 25,966 Other operating income 10 3 34 Materials and services 4,186 4,101 16,387 Expenses incurred from employee benefits 1,522 1,358 5,328 Depreciation and write-offs 67 66 257 Other operating expenses 729 759 2,698 Operating profit 298 176 1,330 Financial income and expenses -43 -30 -147 Profit before taxes 255 146 1,183 Income taxes 71 42 312 Profit for the period 184 104 871 CONSOLIDATED BALANCE SHEET 31ST JAN 2007 31ST JAN 2006 31ST OCT 2006 (€1,000) ASSETS Tangible assets 1,315 1,296 1,321 Goodwill 786 566 566 Other intangible assets 22 8 7 Available-for-sale financial assets 66 66 66 Total non-current assets 2,189 1,936 1,960 Current assets Stocks 7,399 6,588 6,847 Trade and other receivables 3,834 3,733 3,837 Cash and cash equivalents 285 107 89 Total current assets 11,518 10,429 10,773 Balance sheet total 13,707 12,364 12,734 EQUITY AND LIABILITIES Share capital 768 768 768 Share issue 241 Share premium account 422 422 422 Retained earnings 3,147 2,964 3,731 Total equity 4,578 4,154 4,921 Non-current liabilities Deferred tax liabilities 113 131 119 Interest-bearing liabilities 4,327 3,784 2,655 Total non-current liabilities 4,440 3,915 2,774 Current liabilities Trade payables and other liabilities 3,334 2,932 2,993 Interest-bearing liabilities 1,355 1,364 2,046 Total current liabilities 4,689 4,296 5,039 Total liabilities 9,130 8,211 7,813 Balance sheet total 13,707 12,364 12,734 PANOSTAJA OYJ Olli Halmevuo CEO For further information, please contact Mr. Olli Halmevuo, CEO, tel. +358 (0)3 263 4300 or mobile +358 (0)40 545 3767. Panostaja Oyj is a multi-sector holding company. The company invests in Finnish small and medium-sized enterprises operating within traditional industries. Investments are mostly carried out through acquisitions. Panostaja Group invests business resources and strategic know-how in companies with the aim of developing the target company into a strong player in its field at which point it will continue operations as an independent growth company. Panostaja Group's net turnover in 2006 was €57.8 million. At present, the group operates in ten business areas. www.panostaja.fi