2008-05-28 10:50:00 CEST

2008-05-28 10:50:00 CEST


REGULATED INFORMATION

English
Panostaja Oyj - Notice to convene extr.general meeting

INVITATION TO PANOSTAJA OYJ'S EXTRAORDINARY GENERAL MEETING


Panostaja Oyj        Stock Exchange Bulletin, 28th May 2008 at 11:50 am         


INVITATION TO PANOSTAJA OYJ'S EXTRAORDINARY GENERAL MEETING                     

Panostaja Oyj's Extraordinary General Meeting will be held on Monday, 9th June  
2008, starting at 2 pm EET, in the Tampereen Portti building (Restaurant Wanha  
Portti), at Postitorvenkatu 16, Tampere, Finland. The EGM will discuss the      
following proposal by the Board of Directors:                                   

1. The repayment of capital to shareholders in Panostaja Oyj (hereinafter       
referred to as ‘Panostaja') in shares in Takoma Oyj (hereinafter referred to as 
‘Takoma') and in cash (hereinafter referred to as ‘Capital Repayment') and the  
sale of shares relating to the Capital Repayment (hereinafter referred to as    
‘Share Sale').                                                                  

The Board of Directors proposes that either Takoma shares or cash be distributed
to Panostaja shareholders as a Capital Repayment from invested unrestricted     
equity (hereinafter referred to as ‘Capital Repayment') in accordance with the  
following terms and conditions:                                                 

Panostaja will distribute Takoma shares held by the company to shareholders     
holding no less than 3,000 Panostaja shares in proportion to their holdings in  
Panostaja. Correspondingly, shareholders holding less than 3,000 Panostaja   
shares will receive the Capital Repayment in cash.                              

Shareholders who are included in Panostaja's Shareholder Register kept by       
Finnish Central Securities Depository Ltd. (hereinafter referred to as ‘FCSD')  
on the record date of the Capital Repayment, 12th June 2008, are entitled to    
receive the Capital Repayment. Shareholders holding no less than a total of     
3,000 Panostaja Class A and/or B shares (incl. Class B shares and new Class B   
shares) will receive 0.05 Takoma shares for each of their Panostaja Class A,    
Class B or new Class B shares kept in a single book-entry account. In other     
words, shareholders will receive one Takoma share for every 20 Panostaja shares 
of the same class entered in a single book-entry account. In cases where the    
division as per book-entry account and share class does not come out even, the  
balance will be distributed to shareholders in cash.                            

Shareholders holding less than a total of 3,000 Panostaja Class A and/or B      
shares will receive EUR 0.083 per each of their Panostaja shares, equating to   
0.05 of the value of one Takoma share. For the purposes of calculating the      
amount of cash consideration, the value of Takoma shares has been determined    
according to the volume-weighted average share price over a period of 30 days   
preceding the decision taken by Panostaja's Board of Directors on the Capital   
Repayment and Share Sale.                                                       

The shares distributed as part of the Capital Repayment will be entered in      
shareholders' book-entry accounts and the cash considerations payable as part of
the Capital Repayment will be deposited to the bank account linked to each      
shareholder's book-entry account on or around 26th June 2008.                   

In order to guarantee equal treatment of shareholders, those holding less than  
3,000 Panostaja shares have been reserved the right to purchase Takoma shares at
the volume equivalent to the Capital Repayment made in cash for the same share  
price used for measuring Takoma shares for the purposes of the Capital          
Repayment, i.e. at EUR 1.66 per share. The buy order can be placed at any branch
office of Nordea Bank Finland Plc in Finland. The period for placing buy orders 
will start on 16th June 2008 and end on 27th June 2008.                         

New shareholders will become entitled to shareholder rights conferred by shares 
distributed as part of the Capital Repayment and sold as part of the Share Sale 
as from the transfer of ownership. Ownership of the shares will be transferred  
to the recipient/buyer once the shares have been entered in the recipient's or  
buyer's book-entry account.                                                     

Panostaja has prepared a summary note and a securities note concerning the      
Capital Repayment and Share Sale, as required under the Securities Markets Act  
(495/1989), which have been submitted to the Finnish Financial Supervision      
Authority for approval. The summary note and the securities note complement the 
base prospectus for Takoma, dated 18th February 2008. The base prospectus, the  
securities note and the summary note are expected to become available as from   
3rd June 2008 at Panostaja Headquarters (contact details provided below) and at 
the Helsinki Stock Exchange Service Point OMX Way.                              

Participation in the Extraordinary General Meeting is open to shareholders whose
names appear on Panostaja's Shareholder Register kept by the FCSD no later than 
30th May 2008. All shareholders whose shares have been entered in their         
book-entry account have also been registered in Panostaja's Shareholder         
Register. Holders of nominee-registered shares may be entered into the          
Shareholder Register temporarily to facilitate participation in the             
Extraordinary General Meeting no later than ten days prior to the meeting.      
Entries into the Shareholder Register must be made no later than 30th May 2008. 

Shareholders wishing to attend the Extraordinary General Meeting are required to
notify Panostaja of their registration in advance, no later than 12 noon EET on 
6th June 2008, in writing to Ms. Sari Tapiola/Panostaja Oyj, P.O. Box 783,      
FI-33101 Tampere, Finland, by fax to +358 (0)10 217 3232, or by phoning Ms. Sari
Tapiola on +358 (0)10 217 3211. Notification letters or faxes must arrive at    
Panostaja prior to expiration of the registration period. It is requested that  
any possible proxies be delivered at the same time as registration.             

The Board's proposal, including appendices, will be made available for          
shareholders' inspection at Panostaja's Headquarters (address above) a week     
prior to the meeting. Shareholders will be sent copies of these documents on    
request.                                                                        

Tampere, 22nd May 2008                                                          

PANOSTAJA OYJ'S BOARD OF DIRECTORS                                              

This stock exchange bulletin is a translation of the original Finnish stock     
exchange bulletin 22nd May 2008.