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2007-12-20 11:14:06 CET 2007-12-20 11:14:21 CET REGULATED INFORMATION Panostaja Oyj - Decisions of general meetingPANOSTAJA OYJ'S ANNUAL GENERAL MEETING, 18TH DECEMBER 2007Panostaja Oyj Stock Exchange Bulletin, 20th December 2007 PANOSTAJA OYJ'S ANNUAL GENERAL MEETING, 18TH DECEMBER 2007 Panostaja Oyj's Annual General Meeting was held on Tuesday 18th December 2007 in Tampere. The AGM adopted the financial statements presented for the financial year 1st November 2006-31st October 2007 and the Board's proposal to transfer the profit for the period to retained earnings and to distribute EUR 0.09 per share in dividends was approved. The record date for dividend payment is 21st December 2007 and the payment date is as from 31st December 2007.In addition, the AGM discharged the Board of Directors and the Chief Executive Officer from liability. The AGM re-elected Matti Koskenkorva, Jukka Ala-Mello and Hannu Tarkkonen to Panostaja Oyj's Board of Directors. New members elected to the Board were Hannu Martikainen and Hannu Ketola. The AGM further elected Hannu Pellinen, APA, and PricewaterhouseCoopers Oy, APA, as principal auditors and Janne Rajalahti, APA, as the responsible auditor. The AGM also approved the following proposals by the Board and revoked all authorisations granted at the AGM on 15th December 2006: 1. Authorisation to increase share capital a. The AGM authorised the Board to decide on issuing a maximum of 2,725,659 Class A shares and a maximum of 62,794,408 Class B shares through a regular or bonus issue or by granting options and other rights referred to in Chapter 10, Section 1 of the Limited Liability Companies Act on one occasion or in several parts. The authorisation does not exclude the Board's right to decide on private placements or granting special rights referred to above. The authorisation gives the Board the right to decide on all terms and conditions of share issues and special rights referred to above, including decisions concerning recipients of shares or special rights and any consideration to be paid. b. The AGM authorised the Board, in accordance with the limits of the authorisation above, to decide on an increase in share capital through one or more share issues or by granting options and other rights referred to in Chapter 10, Section 1 of the Limited Liability Companies Act so that the share issue(s) offer(s) for subscription a maximum total of 1,000,000 new Class A shares with a nominal value of 0.12 euros and a maximum total of 60,000,000 new Class B shares with a nominal value of 0.12 euros. The share capital increase must not exceed EUR 7,320.0000. c. The AGM authorised the Board, in accordance with the limits of the authorisation above, to decide on share issues and granting of options and other rights referred to in Chapter 10, Section 1 of the Limited Liability Companies Act through which the company may issue a maximum of 1,725,659 Class A shares and a maximum of 2,794,408 Class B shares. The authorisation shall remain effective for a period of five years from the date of the decision made by the AGM. 2. Authorisation to buy back and dispose of own shares The AGM authorised the Board to decide on buying back own shares using non-restricted equity within 18 months from the date of the decision made by the AGM. The decision(s) to buy back own shares must be made in proportion with the classes of shares and so that a maximum of 1,725,659 Class A shares with a nominal value of 0.12 euros can be bought and a maximum of 2,794,408 Class B shares with a nominal value of 0.12 euros can be bought so as the total number of shares to be bought cannot exceed 10% of the company's total number of shares. The shares will be bought in the way and to the extent decided by the Board to be used as consideration for possible company acquisitions or other structural arrangements or for acquiring business-related assets on behalf of the company or a company belonging to the same group, for developing the capital structure of the company, for cancelling shares or for implementing an incentive system for key resources. The shares will be bought in disproportion to shareholdings in public trading organised by the Helsinki Stock Exchange at their current price in public trading at the time of purchase. The Board held an organisational meeting immediately after the AGM finished and it was agreed that Matti Koskenkorva would continue as Chair. PANOSTAJA OYJ Juha Sarsama CEO This stock exchange bulletin is a translation of the original Finnish stock exchange bulletin 18th December 2007 For further information, please contact Juha Sarsama +358 40 774 2099 |
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