Panostaja Oyj - Decisions of extraordinary general meeting

PANOSTAJA OYJ'S EXTRAORDINARY GENERAL MEETING ACCEPTS THE COMBINATION OF THE SERIES OF SHARES

Panostaja Oyj              Stock Exchange Bulletin 10.11.2008 11:55 AM

PANOSTAJA OYJ'S EXTRAORDINARY GENERAL MEETING ACCEPTS THE COMBINATION OF THE
SERIES OF SHARES 

Panostaja Oyj's extraordinary general meeting was held on Monday 10 November,
2008, in Tampere. 

The general meeting unanimously accepted the attached suggestion by the Board
on the combination of the series of shares, the free directed share issue and
the amendments to the Articles of Association. 

The balancing date of the combination of the share types is 13 November, 2008.
The new shares of the free share issue will be transferred to the book entry
system and will be made the object of public trading on 14 November, 2008. 

PANOSTAJA OYJ


Juha Sarsama
Managing director

Additional information:
Managing director Juha Sarsama 040 774 2099

APPENDIX:

SUGGESTIONS OF THE BOARD TO THE GENERAL MEETING 10.11.2008


1.      Combination of the series of shares A and B

The shares of the company are divided into A and B series according to the
Articles of Association. The series differ from each other so that a share of
the A series has twenty (20) votes and a share of the B series has one (1)
vote. At the moment there are 17.256.595 shares of the A series (corresponding
to 37.5 % of Panostaja's shares and 92.3 % of the votes) and 28.819.085 shares
of the B series (corresponding to 62.5 % of Panostaja's shares and 7.7 % of the
votes). Both shares are the object of public trading on the main list of the
NASDAQ OMX Helsinki Stock Exchange. 

The Board suggests that the A and B series of shares should be combined as one
share type, which will be the object of public trading, in which every share
has one vote and the same rights in every other respect, too. The combination
requires that the rules and regulations related to the share types are deleted
in the way proposed below by the Board. They suggest that the balancing date of
the combination of the shares should be 13th November 2008. 

The Board suggests that the combination of the series of shares should be made
without increasing the share capital. Then the acceptance of the Board's
suggestion requires that the General Meeting has decided to amend Panostaja's
Articles of Association according to Point 3 of the summons to the meeting so
that the company's shares do not have a nominal value any more. 

The Board suggests that all references to the shares of the B series should,
starting from the combination, be interpreted as references to the company's
shares, unless otherwise specified. 

The Board has, when considering the combination of the series of shares, taken
into account that series of shares of different values are distinctively a
Nordic phenomenon that many Finnish companies have withdrawn from. The
combination of the share types is justifiable in order to clarify Panostaja's
ownership structure and it is estimated to increase the interest in the
company's shares and improve its exchangeability and thus increase the value of
the Panostaja share in the long term. According to the Board the combination of
the share types will thus safeguard the company's and all the shareholders'
interest. 

2.      Free private offering

The Board suggests that a so-called premium should be granted due to the loss
of the voting right of the shares of the A series related to the combination of
the share types, which will be executed by a free private offering to the
shareholders of the A series. The free private offering will be, departing from
the privilege of the shareholders, directed by giving, free of charge, one (1)
new Panostaja share for thirteen (13) shares of the A series. After the
combination of the series of shares and the private offering, a shareholder of
the A series will thus own, instead of the A shares, fourteen (14) new
Panostaja shares (rate of exchange) for thirteen (13) A shares. 

In the free share issue, shareholders of the A series who were entered into
Panostaja's shareholders' register, which is maintained by the Finnish Central
Securities Depository Ltd (APK), by the record date, 13th November 2008, are
entitled to receive shares. These shareholders will be given the new shares in
relation to their ownership according to their book-entry account and they will
be registered directly into their due book-entry accounts based on the
information on the record date, in accordance with the rules and practices to
be followed in the book-entry system. 

To the extent that a shareholder's amount of shares of the A series is not
divisible by 13 according to the book-entry account on the record date, the
shares which will be formed based on the remainders will be given to Danske
Markets to sell (a part of Danske Bank A/S's branch in Helsinki) in a way which
will be decided by the Board and according to an agreement to be made between
the company and Danske Markets. The sale will be made on behalf of the
shareholders whose shares of the A series were not divisible by thirteen (13)
and account will be rendered for the selling price received in proportion to
the remainders in question and the financial accounts attached to their
book-entry accounts. 

In the free private offering at the most 1.327.430 shares will be given. The
new shares will yield the rights of a shareholder after their registration. The
Board of the company is entitled to decide on other conditions and practical
issues related to the free private offering. 

When considering the reasons for the free private offering the Board has, in
addition to the above-mentioned facts and reasons related to the combination of
the series of shares of the company, taken into account the following
circumstances: (a) the effects of the combination of the share types suggested
by the Board on the voting right proportions, that is the decrease in the
amount of votes of the shares of the A series from approximately 92.3 % to
approximately 39.2 % and the increase of the amount of votes of the shares of
the earlier B shares correspondingly from approximately 7.7 % to approximately
60.8 %, (b) the habitualness and reasonableness of the premium to be given to
the owners of the A shares in connection with the combination of the share
types suggested by the Board and (c) habitualness and reasonableness of the
dilution effect of 1.8 % on the shareholding of the shareholders of the B
series caused by the free private offering suggested by the Board. According to
the Board, the combination of the share types and the free private offering
related thereto will render the owners of the B share and the company such
advantages that they correspond to the advantage received by the A shareholders
in the free private offering. According to the Board the combination of the
share types and the free private offering related thereto can be regarded as
reasonable from the point of view of the overall interest of the company and
all its shareholders. Taking into account the above-mentioned reasons and
circumstances, the Board considers that there is an especially weighty
financial reason for the free share issue to be executed in order to combine
the share types, from the point of view of the overall interest of the company
and all its shareholders. 

In order to verify the shareholders' equality, the Board has purchased a
so-called fairness opinion statement from Danske Markets. According to the
statement the rate of exchange is financially righteous and reasonable from the
point of view of all Panostaja shareholders. 

3.      Amendment of the Articles of Association

The Board suggests that the Articles of Association should be amended as
follows:
(a) the following rules and regulations shall be deleted: Article 2 The purpose
of the company activities, Article 4 Share capital, and Article 5 Share types; 
(b) the content of the following rules and regulations shall be amended in the
way apparent in the proposed amendment of the Articles of Association which is
in the Attachment of the summons to the meeting: Article 3 Line of business,
Article 4a Book-entry system, Article 5 Board of Directors, Article 7 Auditors,
Article 8 Regular authorisations to sign for the company and 
c) due to the above-mentioned amendments, the numbering of the rules and
regulations shall be amended so that it remains running in spite of the deleted
rules and regulations. 


The new Articles of Association suggested by the Board are as follows:

ARTICLES OF ASSOCIATION


Article 1 Company name and registered office 
The name of the company is Panostaja Oyj and its registered office shall be in
Tampere. 

Article 2 Company's line of business
The company's line of business is one that is engaged in and finances - either
directly or using a subsidiary or an associated company - production,
development and research operations and owns partly or totally shares and
portions of other companies engaged in business activities and especially
premises and other capital assets intended to be used by the group of
companies.  The company grants guarantees and other securities to companies
which belong to the group of companies as minority partnerships as a guarantee
for their loans and other commitments and takes care of the development and
supervision of these companies. 

Article 3 Shares
The company's shares belong to the book-entry system.

Article 4 Board of Directors
The company has a Board of Directors which includes at least three (3) members
and at the most six (6) ordinary members. The term of office of a Board member
expires at the close of the following annual general meeting after their
election. 

The Board of Directors elects a chairman and a deputy chairman from among its
members. 

Article 5 Managing Director
The company has a Managing Director, who is elected by the Board of Directors.

Article 6 Auditors
The company has at least one auditor authorised by the Central Chamber of
Commerce of Finland and one deputy auditor.

An audit corporation authorised by the Central Chamber of Commerce of Finland
can be elected as a regular auditor, in which case a deputy auditor shall not
be elected. 

The term of office of the auditors is the accounting period and their task
shall finish at the close of the following Annual General Meeting after their
election. 

Article 7 Representation of the company
The company shall be represented by the Managing Director and Chairman of the
Board, both separately alone or by two Board members together. 

The Board decides on the proxies.

Article 8 Summons to the General Meeting and participation in the General
Meeting 
The summons to the General Meeting must be delivered to the shareholders as a
registered letter sent to the address in the list of registered shareholders,
or another evidential manner, or by publishing the summons in at least one
newspaper with a national circulation area stipulated by the General Meeting no
earlier than two (2) months and no later than seventeen (17) days before the
General Meeting. 

A shareholder must, in order to participate in the General Meeting, report to
the company no later than on the day stated in the summons, which can be no
earlier than ten (10) days before the General Meeting. 

Article 9 Annual General Meeting
The Annual General Meeting shall be held yearly on a day stipulated by the
Board of Directors by the end of April.

In such a meeting

there shall be presented:
1. closing of the accounts and annual report,
2. report of the auditor,

there shall be decided:
3. confirmation of the financial statements,
4. appropriation of profit in accordance with the balance sheet
5. whether to grant a release from liability for the members of the Board and
the Managing Director, 
6. fees for the members of the Board and auditors,
7. number of the members of the Board,
8. number of the auditors,

there shall be elected:
9. members of the Board of Directors
10. auditors and, if necessary, deputy auditors,

there shall be handled:
11. other items separately mentioned in the summons.

Article 10 Financial period
The company's financial period shall start on 1st November and end on 31st
October.

According to the suggestion of the Board, particular suggestions presented in
Points 1-3 are bound by each other, forming a coherent entity and thereby the
approval of every particular suggestion requires the approval of all the
suggestions.