Panostaja Oyj Stock Exchange Bulletin December 14, 2012, 10:30 am INVITATION TO ANNUAL GENERAL MEETING
Panostaja Oyj’s Annual General Meeting will be held on Tuesday January 29, 2013 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, 2012
- Presentation of the CEO’s review
7. Adoption of financial statements and consolidated financial statements
8. Use of profit shown on the balance sheet, decision on repayment of capital from the invested unrestricted equity fund, 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 no dividends be paid, and that the loss for the financial period of EUR 8,904,581.77 be transferred to the accrued earnings account.
However, the Board of Directors proposes that shareholders be paid EUR 0.04 per share as repayment of capital from the invested unrestricted equity fund. The repayment of capital will be made to those shareholders who on the record date of the repayment of capital, February 1, 2013, are recorded in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that the repayment of capital be made on February 8, 2012.
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 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 end 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
The shareholders who represent at least 10% of the company’s shares and votes have informed the Board of Directors that, at the Annual General Meeting, they will propose that the members of the Board to be elected be paid the following compensation for the term that begins at the end of the Meeting and ends at the end of the 2014 Annual General Meeting:
EUR 40,000 for the Chairman of the Board, and
EUR 20,000 for each of the other members of the Board.
The shareholders who represent at least 10% of the company’s shares and votes have also informed the Board of Directors that they will propose to 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 granted to the Board, by issuing company shares to each Board member if the Board member does not own more than one percent (1%) of all the company’s shares on the date of the Annual General Meeting. If the holding of a Board member on the date of the Meeting is over one percent (1%) of all company shares, the compensation will be paid in full in monetary form.
The shareholders who represent at least 10% of the company’s shares and votes have informed the Board of Directors that, at the Annual General Meeting, they will propose that the Board members’ travel expenses be paid in accordance with the maximum amount allowed by the travel allowance criteria declared by the Tax Administration.
11. Decision on the number of members of the Board
The shareholders who represent at least 10% of the company’s shares and votes have informed the Board of Directors that they will propose to the Annual General Meeting that the number of company Board members be six (6).
12. Election of members of the Board
The shareholders who represent at least 10% of the company’s shares and votes have informed the Board of Directors that they will propose to the Annual General Meeting that, for the term that begins at the end of the Meeting and ends at the end of the 2014 Annual General Meeting, the following persons be re-elected as Board members:
Jukka Ala-Mello,
Eero Eriksson,
Satu Eskelinen and
Mikko Koskenkorva
and that Antero (Antti) Virtanen M.Sc.(Econ.)(born 1954) and Jukka Terhonen rakennusneuvos (Finnish honorary title), M.Sc.(Tech.) (born 1954) be elected as new members. The key work experience and positions of trust of the persons proposed as new members are appended to this bulletin.
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 2014. 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 in 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 31, 2012 to decide on the acquisition of the company’s own shares is cancelled by this authorization.
The authorization shall be valid until July 29, 2014.
17. Closing of the meeting
MEETING DOCUMENTS
The aforementioned proposals by the Board of Directors and shareholders on the agenda of the Annual General Meeting and this invitation to the Meeting are available at Panostaja Oyj’s website
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, 2013 at the latest. 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, 2013, 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, 2013 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
c) by post to Panostaja Oyj, Outi Kulo, 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 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, Outi Kulo, 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, 2013, 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, 2013 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, 2013 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 14, 2012, 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 of Technopolis Yliopistonrinne, accessible from Ratapihankatu. Parking is also available in the parking halls of the Koskikeskus and Tullintori shopping centers nearby and in the railway station car park.
Tampere, December 14, 2012
PANOSTAJA OYJ BOARD OF DIRECTORS
Further information:
CEO Juha Sarsama, Panostaja Oyj, +358 40 774 2099
