Panostaja Oyj - Notice to general meeting

NOTICE TO THE GENERAL MEETING

Panostaja Oyj Stock Exchange Release, December 21, 2010    10:00 a.m.

NOTICE TO THE GENERAL MEETING

Notice is given to the shareholders of Panostaja Oyj to the annual general
meeting to be held on 27 January 2011 at 1:00 p.m. at Technopolis
Yliopistonrinne's Häggman hall at the address Kalevantie 2, Tampere, Finland.
The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 12:00 p.m. 

MATTERS ON THE AGENDA OF THE GENERAL MEETING

At the general meeting, the following matters will be considered:

1.           Opening of the meeting

2.           Calling the meeting to order

3.           Election 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 the annual accounts, the report of the board of
directors and the auditor's report for the financial period ended on 31 October
2010 

-  Review by the CEO

7.           Adoption of the annual accounts and group annual accounts

8.           Resolution on the use of profit shown on the balance sheet and the
payment of dividend as well as authorizing the board of directors to resolve on
distribution of assets 

Panostaja Oyj's board of directors proposes to the Annual General Meeting that
a dividend of EUR 0.05 per outstanding share be paid for the period under
review. According to the proposal, the dividend will be paid to those
shareholders who, on the recording date 1 February 2011, are on the
shareholders' register maintained by Euroclear Finland. The proposal states
that the dividend will be paid on 8 February 2011 and that dividend will not be
paid on own shares held by the company. 

Furthermore, the board of directors proposes that the Annual General Meeting
authorize the board of directors to use its discretion to decide on a potential
distribution of assets to shareholders -- the financial situation permitting --
either as a dividend of profits or asset distribution from the invested
unrestricted equity fund. The maximum total value of the asset distribution is
EUR 4,000,000. 

The authorization is proposed to include the right of the board of directors to
decide on all other terms and conditions relating to the above-mentioned asset
distribution. 

The authorization is proposed to remain valid until the next Annual General
Meeting. 

9.           Resolution on the discharge of the members of the board of
directors and the CEO from liability 

10.       Resolution on the remuneration of the board of directors

Shareholders, who represent more than 10% of the shares and votes in the
company, have notified the board of directors that they will be making a
proposal on the remuneration of the board of directors at a later stage. The
proposal shall be published as a stock exchange release and posted on the
website of the company immediately after the company is informed of the
proposal. 

11.       Resolution on the number of members of the board of directors

Shareholders, who represent more than 10% of the shares and votes in the
company, have notified the board of directors that they will be making a
proposal on the number of members of the board of directors at a later stage.
The proposal shall be published as a stock exchange release and posted on the
website of the company immediately after the company is informed of the
proposal. 

12.       Election of members of the board of directors

Shareholders, who represent more than 10% of the shares and votes in the
company, have notified the board of directors that they will be making a
proposal on the members of the board of directors at a later stage. The
proposal shall be published as a stock exchange release and posted on the
website of the company immediately after the company is informed of the
proposal. 

13.       Resolution on the remuneration of the auditors

The board of directors proposes to the General Meeting that the remuneration of
the auditors to be elected will be paid against reasonable invoices. 

14.       Resolution on the number of auditors

The board of directors proposes to the General Meeting that one (1) audit
entity authorized by the Central Chamber of Commerce and one (1) APA auditor be
elected and therefore no deputy auditors be elected. 1 

5.       Election of auditors

The board of directors proposes to the General Meeting that
PricewaterhouseCoopers Oy, Authorized Public Accountants and Eero Suomela, APA
be re-elected as the auditors of the company for a term of office expiring at
the end of the annual general meeting 2012. PricewaterhouseCoopers Oy,
Authorized Public Accountants has notified that Janne Rajalahti, APA, will be
the responsible auditor. 

16.       Proposal of the board of directors to amend article 8 of the articles
of association 

The board of directors proposes to the General Meeting that article 8 of the
articles of association of the company be amended to read as follows: 

“8 § Notice to a General Meeting and participation in a General Meeting

The notice to a general meeting must be published on the internet page of the
company no more than two (2) months and no later than three (3) weeks before
the meeting but however at least nine days before the record date of the
general meeting as defined in Chapter 4, Section 2, Subsection 2 of the
Companies Act. The board of directors may also, based on their determination,
announce on a General Meeting in one or more newspapers. 

Shareholders must, in order to be able to attend the General Meeting, notify
the company of his/her/its attendance in advance on the date set forth in the
call, and such date may not be earlier than ten (10) days before the meeting.” 

17.       Authorizing the board of directors to decide on the repurchase of the
company's own shares 

The board of directors proposes to the General Meeting that the board of
directors be authorized to decide on the repurchase of the company's own shares
in one or more transactions as follows: 

The number of the own shares to be repurchased shall not exceed 4,700,000
shares, which corresponds to approximately ten per cent of all the shares in
the company. The company may use only the unrestricted equity to repurchase own
shares on the basis of the authorization. 

Purchase of own shares may be made at a price formed in public trading
organized by NASDAQ OMX Helsinki Oy on the date of the repurchase or otherwise
at a price formed on the market. 

The board of directors resolves the manner in which own shares be repurchased.
Repurchase of own shares may be made otherwise than in proportion to the share
ownership of the shareholders (directed repurchase). 

The authorization cancels the authorization given by the annual general meeting
on 27 January 2010 to decide on the repurchase of the company's own shares. 

The authorization is effective until 27 July 2012.

18.       Authorizing the board of directors to decide on the issuance of
shares as well as the issuance of options and other special rights entitling to
shares 

The board of directors proposes to the General Meeting that the board of
directors be authorized to in one or more transactions decide on the issuances
of shares and the issuances of options and other special rights entitling to
shares referred to in chapter 10 section 1 of the Companies Act as follows: 

The number of shares to be issued based on the authorization may in total
amount to 30,000,000 shares. 

The board of directors decides on all the terms and conditions of the issuances
of shares and of options and other special rights entitling to shares. The
authorization concerns both the issuance of new shares as well as the transfer
of treasury shares. The issuance of shares and of options and other special
rights entitling to shares referred to in chapter 10 section 1 of the Companies
Act may be carried out in deviation from the shareholders' pre-emptive rights
(directed issue). 

The authorization cancels the authorization given by the general meeting on 18
December 2007 to decide on the issuance of shares as well as the issuance of
special rights entitling to shares. 

The authorization is effective until 27 January 2016.

19.       Closing of the meeting

DOCUMENTS OF THE GENERAL MEETING

The proposals of the board of directors and shareholders in the agenda of the
general meeting as well as this notice are available on Panostaja Oyj's website
at www.panostaja.fi. The annual report of Panostaja Oyj, including the
company's annual accounts and group annual accounts, the report of the board of
directors and the auditor's report, is available on the above mentioned website
no later than 5 January 2011. The proposals of the board of directors and
shareholders and the annual accounts are also available at the meeting. Copies
of these documents and of this notice will be sent to the shareholders upon
request. 

INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

1.           The right to participate and registration

Each shareholder, who is registered on 17 January 2011 in the shareholders'
register of the company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her/its personal Finnish book-entry account, is registered in the
shareholders' register of the company. 

A shareholder, who wants to participate in the general meeting, shall register
for the meeting no later than 24 January 2011 at 4:00 p.m. by giving a prior
notice to the participation. Such notice can be given: 

a)           by telephone at +358 10 2173 211 on banking days between 8:00 a.m.
- 4:00 p.m.; 

b)           by telefax at +358 10 2173 232; or

c)           by regular mail to Panostaja Oyj, Sari Tapiola, P.O. Box 783,
33101 Tampere, Finland. 

Written notifications must arrive prior to expiration of the registration
period. 

In connection with the registration, a shareholder shall notify his/her/its
name and personal identification number/business identity code and the name and
social security number of a possible assistant or proxy representative. The
personal data given to Panostaja Oyj is used only in connection with the
general meeting and with the processing of related registrations. 

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with
respect to the matters to be considered at the meeting. 

2.           Proxy representative and powers of attorney

A shareholder may participate in the general meeting and exercise his/her/its
rights at the meeting by way of proxy presentation. 

A proxy representative shall produce a dated proxy document or otherwise in a
reliable manner demonstrate his/her right to represent the shareholder at the
general meeting. When a shareholder participates in the general meeting by
means of several proxy representatives representing the shareholder with shares
at different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the general meeting. 

Possible proxy documents should be delivered in originals to Panostaja Oyj,
Sari Tapiola, P.O. Box 783, 33101 Tampere, Finland within the registration
period. 

3.           Holders of nominee registered shares

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the company, the issuing of proxy documents and registration for the general
meeting from his/her/its custodian bank. The account management organization of
the custodian bank will register a holder of nominee registered shares, who
wants to participate in the general meeting, to be temporarily entered into the
shareholders' register of the company at the latest on 24 January 2011 by 10:00
a.m. 

4.           Other instructions and information

On the date of this notice to the general meeting 21 December 2010, the total
number of shares and votes in Panostaja Oyj is 47,403,110. 

Coffee servings will be available at the meeting.

Parking of vehicles is possible at outside parking lot as well as indoor
parking space, both located on Ratapihankatu, of Technopolis Yliopistonrinne.
The parking is also possible on nearby Koskikeskus and Tullintori indoor
parking space. 

Tampere 21 December 2010

PANOSTAJA OYJ, BOARD OF DIRECTORS

Additional information: Juha Sarsama, CEO, Panostaja Oyj, +358 (0)10 217 3210
or +358 (0)40 7742099