CALL TO A GENERAL SHAREHOLDERS MEETING
Panostaja Oyj's Annual General Meeting is due to be held on Tuesday 18th
December 2007 at 10 am. in Tampereen Portti at Postitorvenkatu 16, Tampere. As
well as covering standard Annual General Meeting issues as outlined in Article
11 of the Articles of Association, the following proposals made by the Board of
Directors will also be dealt with:
Authorising the Board to decide on a share issue
The Board proposes that the AGM revoke the authorisation of the Board to decide
on increasing share capital through a share issue or granting options and other
rights referred to in Chapter 10, Section 1 of the Limited Liability Companies
Act disapplying the shareholders' pre-emption rights given by the AGM on 15th
December 2006.
The Board proposes that the AGM authorise the Board to decide on issuing a
maximum of 2,725,659 Class A shares and a maximum of 62,794,408 Class B shares
through a regular or bonus issue or by granting options and other rights
referred to in Chapter 10, Section 1 of the Limited Liability Companies Act on
one occasion or in several parts. The authorisation does not exclude the Board's
right to decide on private placements or granting special rights referred to
above. According to the proposal, the authorisation gives the Board the right to
decide on all terms and conditions of share issues and special rights referred
to above, including decisions concerning the recipients of shares or special
rights and the consideration to be paid.
The Board proposes that the AGM authorise the Board, in accordance with the
limits of the authorisation above, to decide on an increase in share capital
through one or more share issues or by granting options and other rights
referred to in Chapter 10, Section 1 of the Limited Liability Companies Act so
that the share issue(s) offer(s) for subscription a maximum total of 1,000,000
new Class A shares with a nominal value of 0.12 euros and a maximum total of
60,000,000 new Class B shares with a nominal value of 0.12 euros. The share
capital can be increased by a maximum of 7,320,000 euros. The Board proposes
that the AGM authorise the Board, in accordance with the limits of the
authorisation above, to decide on share issues and granting of options and other
rights referred to in Chapter 10, Section 1 of the Limited Liability Companies
Act through which the company will issue a maximum of 1,725,659 Class A shares
and a maximum of 2,794,408 Class B shares.
The authorisation shall remain effective for a period of five years from the
date of the decision made by the AGM.
Authorising the Board to decide on buying back own shares
The Board proposes that the AGM revoke the authorisation of the Board to decide
on buying back own shares given by the AGM on 15th December 2006 and that the
Board is authorised to decide on buying back own shares within 18 months of the
AGM's authorisation decision using funds distributable as profit. The
decision(s) to buy back own shares must be made in proportion with the classes
of shares and so that a maximum of 1,725,659 Class A shares with a nominal value
of 0.12 euros can be bought and a maximum of 2,794,408 Class B shares with a
nominal value of 0.12 euros can be bought so as the total number of shares to be
bought cannot exceed 10% of the company's total number of shares. The shares
will be bought in the way and to the extent decided by the Board to be used as
consideration for possible company acquisitions or other structural arrangements
or for acquiring business-related assets on behalf of the company, for
developing the capital structure of the company, for cancelling shares or for
implementing an incentive system for key resources. The shares will be bought in
disproportion to shareholdings in public trading organised by the Helsinki Stock
Exchange at their current price in public trading at the time of purchase.
The Board proposes to the AGM that PricewaterhouseCoopers Oy, APA, and Hannu
Pellinen, APA, be appointed auditors for the term of office to continue until
after the next AGM.
Participation in the Annual General Meeting is open to shareholders whose names
appear on the Shareholder Register kept by Finnish Central Securities Depository
Ltd. no later than 7th December 2007. Shareholders whose shares have been
entered into their book-entry account are also registered in the company
Shareholder Register. Shareholders registered under nominees can be notified to
the Shareholder Register no later than 10 days prior to the AGM for temporary
registration into the Shareholder Register allowing participation in the
meeting. Entry into the Shareholder Register must be made no later than 7th
December 2007.
Shareholders wishing to attend the Annual General Meeting are required to notify
the company of their attendance in advance, no later than 12 noon EET on Monday,
17th December 2007, in writing to Ms. Sari Tapiola/Panostaja Oyj, P.O. Box 783,
FI-33101 Tampere, Finland, by fax to +358 (0)3 263 4343, or by phoning Ms. Sari
Tapiola on +358 (0)3 263 4300. Written notifications must arrive prior to
expiration of the registration period. It is requested that any possible proxies
be delivered at the same time as registration.
The financial statements and the proposals by the Board of Directors with
annexes will be made available for inspection by shareholders one week prior to
the meeting at Panostaja Oyj's head office (address above). Copies of these
documents will be sent to shareholders on request.
The Board of Directors proposes that the record date for dividend payment be
21st December 2007 and that dividends be paid out as from 31st December 2007 in
accordance with the exception granted by Finnish Central Securities Depository
Ltd. Those included in the Shareholder Register kept by Finnish Central
Securities Depository Ltd. on the dividend record date are entitled to receive
dividends.
Tampere, 29th November 2007
PANOSTAJA OYJ, BOARD OF DIRECTORS