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2010-12-21 09:00:00 CET 2010-12-21 09:00:02 CET REGULATED INFORMATION Panostaja Oyj - Notice to general meetingNOTICE TO THE GENERAL MEETINGPanostaja 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 |
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