Panostaja Oyj - Notice to general meeting

INVITATION TO THE ANNUAL GENERAL MEETING

Panostaja Oyj        Stock Exchange Bulletin  December 11, 2015, 10:30 am

Panostaja Oyj’s Annual General Meeting will be held on Tuesday February 2, 2016
at 1:00 pm at Technopolis Yliopistonrinne, Häggman Auditorium, Kalevantie 2,
Tampere. The reception of those who have registered for the Meeting will begin
at 12:30 pm. 

 
A. 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.      Appointment of persons to scrutinize the minutes and 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 financial statements, the consolidated financial
statements, the report of the Board of Directors and the auditors’ report for
the financial period November 1, 2014–October 31, 2015. 

-   Presentation of the CEO’s review

7.      Adoption of the financial statements and the consolidated financial
statements 

8.      Use of profit shown on the balance sheet and authorization of the Board
of Directors to decide on the distribution of assets 

Panostaja Oyj’s Board of Directors proposes to the General Meeting that a
dividend of EUR 0.05 per share be paid for the financial period November 1,
2014–October 31, 2015. The dividend will be paid to those shareholders who on
the record date of the payment, February 4, 2016, are recorded in the company’s
share register maintained by Euroclear Finland Oy. The Board of Directors
proposes that the dividend be paid on February 11, 2016. 

The Board also proposes that the General Meeting authorize the Board of
Directors to decide, at its discretion, on the potential distribution of assets
to shareholders, should the company's financial status permit this, either as
dividends or as repayment of capital from the invested unrestricted equity
fund. The maximum distribution of assets performed on the basis of this
authorization totals EUR 4,700,000. It is proposed that the authorization
include the right of the Board to decide on all other terms and conditions
relating to said asset distribution. It is also proposed that the authorization
remain valid until the start of the next Annual General Meeting. 

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

10.   Resolution on the remuneration for the members of the Board

The shareholders who represent more than 10% of the company’s shares and votes
have informed that, at the Annual General Meeting, they will propose that the
compensations for the Board members remain unchanged and that the members to be
elected be paid the following remuneration for the term that begins at the end
of the Meeting and ends at the end of the next Annual General Meeting: EUR
40,000 for the Chairman of the Board and EUR 20,000 for each of the other
members of the Board. According to the proposal, approximately 40% of the
remuneration remitted to the members of the Board will 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 (1%)
of the company’s shares on the date of the General Meeting. If the holding of a
Board member on the date of the Meeting is over one percent (1%) of all company
shares, the remuneration will be paid in full in monetary form. Furthermore,
the proposal states that the travel expenses of the Board members will be paid
based on the maximum amount specified in the grounds for payment of travel
expenses ordained by the Finnish Tax Administration as valid from time to time. 

11.   Resolution on the number of members of the Board

The shareholders who represent more than 10% of the company’s shares and votes
have informed that, at the Annual General Meeting, they will propose that the
number of company Board members be set at six (6). 

12.   Election of members of the Board

The shareholders who represent more than 10% of the company’s shares and votes
have informed the Board of Directors that, at the Annual General Meeting, they
will propose that, for the term that begins at the end of the Meeting and ends
at the end of the next Annual General Meeting, the following persons be
re-elected to the Board: Jukka Ala-Mello, Eero Eriksson, Mikko Koskenkorva,
Antero (Antti) Virtanen and Hannu Tarkkonen, and that Tarja Pääkkönen be
elected as a new member. Tarja Pääkkönen’s information is available on
Panostaja Oyj’s website at www.panostaja.fi/yhtiokokous. 

13.   Resolution on the remuneration of the auditors

The Board of Directors proposes to the General Meeting that the elected
auditors be paid remuneration based on a reasonable invoice. 

14.   Resolution on the number of auditors

The Board of Directors proposes to the General Meeting that the number of
auditors be one (1) body of auditors approved by the Central Chamber of
Commerce and one (1) Authorized Public Accountant, with no deputy auditor
elected. 

15.   Election of auditors

The Board of Directors proposes to the General Meeting that Authorized Public
Accountants PricewaterhouseCoopers Oy and Authorized Public Accountant Markku
Launis be re-elected as auditors for the period that ends at the end of the
Annual General Meeting following the election. Authorized Public Accountants
PricewaterhouseCoopers Oy has stated that Authorized Public Accountant Lauri
Kallaskari will serve as the chief responsible auditor. 

16.   Authorizing the Board of Directors to decide on the acquisition 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 acquisition of the company’s own
shares in one or more installments on the following conditions: 

The number of the company’s own shares to be acquired may not exceed 5,100,000
in total, which corresponds to approximately 9.86% of the company’s total
amount of shares. By virtue of the authorization, the company’s own shares may
be acquired using unrestricted equity only. The company’s own shares may be
acquired at the prevailing market price formed in public trading on the 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 in deviation from the
proportion of ownership of the shareholders (directed acquisition). 

The authorization issued at the Annual General Meeting on February 5, 2015 to
decide on the acquisition of the company’s own shares is canceled by this
authorization. 

The authorization will remain valid until August 2, 2017.

17.   Closing of the meeting

 
B. DOCUMENTS OF THE GENERAL MEETING

The aforementioned proposals by the Board of Directors and shareholders on the
agenda of the Annual General Meeting and this invitation to the Meeting are
available at Panostaja Oyj’s website at www.panostaja.fi/yhtiokokous. Panostaja
Oyj’s Annual Report, which includes the company’s financial statements, the
consolidated financial statements, the report of the Board of Directors and the
auditors’ report, will be made available on the aforementioned website no later
than January 11, 2016. The proposals by the Board of Directors and shareholders
and the financial statements documents will also be available at the Annual
General Meeting, and copies of them and of this invitation will be sent to
shareholders upon request. The minutes of the Annual General Meeting will be
available on said website by February 16, 2016. 

 
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING

 
1.      Right to participate, and registration

Each shareholder, who is registered on January 21, 2016 in the company’s
shareholders’ register maintained by Euroclear Finland Oy, has the right to
participate in the Annual General Meeting. A shareholder whose shares are
registered in his/her personal Finnish book-entry account is registered in the
company’s shareholders’ register. 

A shareholder who is registered in the company’s shareholders’ register and who
wishes to participate in the Annual General Meeting must register for the
Meeting no later than January 28, 2016 at 4:00 pm. Registration to the Meeting
may be done: 

a)     by telephone on +358 50 685 70 on weekdays between 8:00 am and 4:00 pm
Finnish time; 

b)     by e-mail to yhtiokokous@panostaja.fi; or

c)     by post to Panostaja Oyj, Milla Store, Kalevantie 2, FI-33100 Tampere.

The letter or e-mail of registration must have arrived before the end of the
registration period. 

In connection with the registration, the person registering should state the
name and personal identification number/company and business registration
number of the shareholder as well as the name of any assistants and the name
and personal identification number of any proxy representative. The personal
data submitted by shareholders to Panostaja Oyj will only be used in connection
with the Annual General Meeting and the processing of registrations required
for it. 

The shareholder, his/her authorized representative or proxy representative
must, where necessary, be able to prove his/her identity and/or right or
representation at the Meeting. 

 
2.      Use of a proxy representative, and powers of attorney

A shareholder may participate in the Annual General Meeting and use his/her
rights at the Meeting by means of a proxy representation. 

A shareholder’s proxy representative must present a dated power of attorney, or
he/she must in some other credible way demonstrate that he/she has been
authorized to represent the said shareholder. If a shareholder participates in
the Annual General Meeting by means of several proxy representatives
representing the shareholder with shares at different book-entry accounts, the
shares based on which each proxy representative is representing the shareholder
must be specified at the time of registration for the Meeting. 

Original powers of attorney should be sent by post to Panostaja Oyj, Milla
Store, Kalevantie 2, 33100 Tampere, Finland before the end of the registration
period. 

 
3.      Holders of nominee-registered shares

A holder of nominee-registered shares has the right to participate in the
Annual General Meeting by virtue of those shares based on which he/she, on
January 21, 2016, would be entitled to be registered in the shareholders’
register of the company maintained by Euroclear Finland Oy. The right to
participate in the Annual General Meeting also requires that the shareholder on
the basis of such shares is temporarily registered in the shareholders’
register of the company maintained by Euroclear Finland Oy no later than
January 28, 2016 by 10:00 am. As regards nominee-registered shares, this
constitutes due registration for the Meeting. 

The holders of nominee-registered shares are advised to request from their
custodian bank, in good time, the instructions they need concerning
registration in the company’s temporary shareholders’ register, the issuing of
powers of attorney, and registration for the Annual General Meeting. The
account management organization of the custodian bank must register the holder
of a nominee-registered share who wishes to participate in the Annual General
Meeting in the company’s temporary shareholders’ register no later than January
28, 2016 by 10:00 am. 

 
4.      Other instructions/information

A shareholder who is present at the Annual General Meeting has the right to
present questions with respect to matters to be considered at the Meeting
pursuant to Chapter 5, Section 25 of the Companies Act. 

On December 11, 2015, the date of the invitation to the Annual General Meeting,
Panostaja Oyj has a total of 51,733,110 shares and votes. 

Coffee catering will be available before the Annual General Meeting starting at
12:30 pm. 

Cars can be parked in the Technopolis Yliopistonrinne parking garage and on the
parking deck, which can be accessed through Ratapihankatu, and in the Hämppi,
Koskikeskus and Tulli parking garages and other facilities in the vicinity. 

 
Tampere, December 11, 2015

PANOSTAJA OYJ BOARD OF DIRECTORS

 
Further information:

CEO Juha Sarsama, Panostaja Oyj, +358 (0)40 774 2099