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2008-06-11 10:45:00 CEST 2008-06-11 10:45:00 CEST REGULATED INFORMATION Panostaja Oyj - Decisions of extraordinary general meetingPANOSTAJA OYJ'S EXTRAORDINARY GENERAL MEETINGPanostaja Oyj Stock Exchange Bulletin, 11th June 2008 at 11:45 am PANOSTAJA OYJ'S EXTRAORDINARY GENERAL MEETING Panostaja Oyj's Extraordinary General Meeting was held in Tampere on Monday, 9th June 2008. The EGM unanimously approved the enclosed proposal of the Board of Directors in its entirety. Consequently, Panostaja Oyj will carry out a repayment of capital to Panostaja Oyj shareholders in Takoma Oyj shares and cash and a sale of shares relating to the capital repayment in accordance with the terms and conditions described in the appendix. PANOSTAJA OYJ Juha Sarsama CEO This stock exchange bulletin is a translation of the original Finnish stock exchange bulletin 9th June 2008. For further information, please contact Mr. Juha Sarsama, Chief Executive Officer, mobile +358 (04)0 774 2099. APPENDIX: PROPOSAL BY PANOSTAJA OYJ'S BOARD OF DIRECTORS TO THE EXTRAORDINARY GENERAL MEETING ON 9th JUNE 2008 As part of the Capital Repayment, 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. 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 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 amounts of Capital Repayment will be rounded to the nearest full cent. 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 (hereinafter referred to as ‘Nordea') in Finland. The period for placing buy orders will start on 16th June 2008 and end on 27th June 2008. Shares must be paid for upon placement of the buy order as per instructions issued by Nordea, such that the payment will reach Nordea no later than 2nd July 2008. A buy order is binding and cannot be altered or cancelled. Shares sold as part of the Share Sale will be entered in the buyer's book-entry account once the buy order has been placed with Nordea, once the shares have been paid and once all terms relevant to the trade have been fulfilled. The shares will be entered in the book-entry account approximately no later than on the third day following placement of the buy order with Nordea and payment of shares and fulfilment of all terms relevant to the trade. Nordea and Panostaja are entitled to refuse any erroneous and/or deficient orders. New shareholders will become entitled to shareholder rights conferred by Takoma 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 buyer once the shares have been entered in the recipient's or buyer's book-entry account. |
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