Panostaja Oyj - Decisions of general meeting

PANOSTAJA OYJ'S ANNUAL GENERAL MEETING JANUARY 29, 2013

Panostaja Oyj                                                        Stock
exchange bulletin January 29, 2013 at 4.00 p.m 




PANOSTAJA OYJ'S ANNUAL GENERAL MEETING JANUARY 29, 2013


Panostaja Oyj's Annual General Meeting was held on Tuesday January 29, 2013 in
Tampere. 


The Annual Meeting confirmed the financial statements and consolidated
financial statements presented for the financial year November 1, 2011-October
31, 2012 and decided that shareholders be paid EUR 0.04 per share as capital
repayment from the invested unrestricted equity fund. The record date for the
repayment is February 1, 2013, with the payment date being February 8, 2013. 

In addition, the Annual Meeting authorized the Board to decide, at its
discretion, on the potential distribution of assets to shareholders, the
company's financial status permitting, as distribution of assets from the
invested unrestricted equity fund. The maximum distribution of assets performed
on the basis of this authorization totals EUR 5,200,000. The authorization
includes the right of the Board to decide on all other terms and conditions
relating to the said asset distribution. The authorization will remain valid
until the next Annual General Meeting. 

The General Meeting granted exemption from liability to the members of the
Board and to the CEO. 

It was decided at the General Meeting that the elected Chairman of the Board be
paid EUR 40,000 as compensation for the term that begins at the end of the
General Meeting and ends at the end of the 2014 Annual General Meeting, and
that the other elected members of the Board be paid compensation of EUR 20,000.
It was further resolved at the 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 given to the Board, by issuing company shares to each
Board member if the Board member does not own more than one percent of the
company's shares on the date of the General Meeting. If the holding of a Board
member on the date of the General Meeting is over one percent of all company
shares, the compensation will be paid in full in monetary form. The General
Meeting also decided that the travel expenses of the Board members be paid
based on the maximum amount specified in the valid grounds for payment of
travel expenses ordained by the Finnish Tax Administration. The Board of
Directors also decided that the auditors elected be paid compensation based on
a reasonable invoice. 

The number of members of the Board was confirmed as six. For the period
beginning at the end of the General Meeting and ending at the end of the 2014
Annual General Meeting, Jukka Ala-Mello, Eero Eriksson, Satu Eskelinen and
Mikko Koskenkorva were re-elected to Panostaja Oyj's Board of Directors, along
with new members Antero (Antti) Virtanen M.Sc.(Econ.) (born 1954) and
rakennusneuvos Jukka Terhonen M.Sc.(Tech.) (born 1954). The number of auditors
was confirmed as two and, for the period beginning at the end of the General
Meeting and ending at the end of the 2014 Annual General Meeting, Authorized
Public Accountants PricewaterhouseCoopers Oy and Authorized Public Accountant
Markku Launis were elected as auditors. Authorized Public Accountants
PriceWaterhouseCoopers Oy has stated that Authorized Public Accountant Janne
Rajalahti will serve as the chief responsible public accountant. 


The meeting also authorized the Board to decide on the acquisition of the
company's own shares in the following manner: 

The Board was authorized to decide on the acquisition of the company's own
shares in one or more installments so that, based on the authorization, it will
be possible to acquire up to 5,100,000 of the company's own shares, which
corresponds to about 9.86% of all the company's shares. By virtue of the
authorization, the company's own shares may be obtained using unrestricted
equity only. 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 the prevailing market price.  The Board of Directors will decide
how the company's own shares are to be acquired. The company's own shares may
be acquired not following the proportion of ownership of the shareholders
(directed acquisition). The authorization shall be valid until July 29, 2014.
The authorization issued at the Annual General Meeting of January 31, 2012 to
decide on the acquisition of the company's own shares is cancelled by this
authorization. 

Immediately upon the conclusion of the General Meeting, the company's Board
held an organizing meeting in which Jukka Ala-Mello was elected Chairman. 

The CEO's review prepared and presented to the Meeting by Juha Sarsama is
attached to this bulletin. 

Panostaja Oyj

Juha Sarsama CEO

Further information: Juha Sarsama 040 774 2099

Attachments:

Toimitusjohtajan katsaus Panostaja Oyj yhtiokokoukselle 29.1.2013.pdf