Panostaja Oyj - Decisions of general meeting

PANOSTAJA OYJ'S ANNUAL GENERAL MEETING, 27 January 2011

Panostaja Oyj            Stock Exchange Bulletin, 27 January 2011  04:00 p.m.


PANOSTAJA OYJ'S ANNUAL GENERAL MEETING, 27 January 2011


Panostaja Oyj's Annual General Meeting was held on Thursday 27 January 2011 in
Tampere. 


The Annual General Meeting approved the proposed financial statements and the
consolidated financial statements for the financial period 1 November 2009-31
October 2010, and that a dividend of EUR 0.05 per outstanding share be paid.The
record date for dividend distribution is 1 February 2011, with payment on 8
February 2011. 


Furthermore, the Annual General Meeting authorised the Board to use its
discretion to decide on a potential distribution of assets to shareholders -
the financial situation permitting - either as a dividend of profits or asset
distribution from the invested unrestricted equity fund. The maximum amount of
the distribution of assets made under the authorisation is a total of four
million (4,000,000) euros. The authorisation includes the right of the Board to
decide on all other terms and conditions relating to the said asset
distribution.The authorisation will remain valid until the next Annual General
Meeting. 


The Annual General Meeting also discharged from liability the Members of the
Board and the Managing Director. 


The Annual General Meeting decided that the Chairman of the Board in office
during the term beginning at the end of the Annual General Meeting and closing
at the end of the 2012 Annual General Meeting be paid EUR 40,000 as annual
salary and that the other Members of the Board elected be paid EUR 20,000 as
annual salary.Approximately 40% of the salary paid to the Members of the Board
will be paid as Company shares based on an authorisation given to the Board for
a share issue, if the Board Member on the day of the Annual General Meeting
does not own more than one per cent of the Company's total shares.If, on the
day of the Annual General Meeting, the Board Member has more than one per cent
of the Company's total shares, the whole salary is paid in full as cash.The
Annual General Meeting also decided that the Board Members' travel expenses be
paid to the valid maximum amount determined in the compensation criteria of
travel expenses by the Finnish Tax Administration.Furthermore, the Annual
General Meeting decided that the fees of the auditors to be elected be paid
based on reasonable invoices. 



The number of Board Members was confirmed to be six.Jukka Ala-Mello, Satu
Eskelinen, Hannu Martikainen, Hannu Tarkkonen, Mikko Koskenkorva and Eero
Eriksson were elected to Panostaja Oyj's Board of Directors.The number of
auditors was confirmed to be two. APA Eero Suomela and Authorised Public
Accountants PricewaterhouseCoopers Oy were selected as general chartered
accountants, with APA Janne Rajalahti as the accountant with main
responsibility. 


In addition, the Annual General Meeting approved the proposal of the Board to
revise Section 8 of the Articles of Association as follows: 


“Section 8 - Invitation to the Annual General Meeting and participation therein

The invitation to the Annual General Meeting must be published on the Company's
website at the earliest two (2) months and at the latest three (3) weeks prior
to the Meeting, and at least nine days prior to the Annual General Meeting's
record date. The Board may at its discretion notify of the Meeting in one or
more newspapers. 

In order to be able to participate in the Annual General Meeting, a shareholder
must register with the Company no later than the day stated in the invitation
to the Meeting, which may be no earlier than ten (10) days prior to the Annual
General Meeting.” 

Furthermore, the Annual General Meeting authorised the Board to decide on the
acquiring of own shares in the following manner and cancelled the authorisation
given to the Board by the Annual General Meeting on 27 January 2010 concerning
the acquiring of own shares: 

The Board was authorised to decide on the acquiring of own shares in one or
more stages so that under the authorisation a maximum number of 4,700,000 own
shares may be acquired, totalling some 10 per cent of the Company's
shares.Under the authorisation own shares may be acquired using unrestricted
equity only. 

Own shares may be acquired at a price determined on the day of acquisition in
public trading by NASDAQ OMX Helsinki, or at a price otherwise determined on
the markets. It is under the Board's power to decide how own shares are to be
acquired.Own shares may be acquired in a proportion not corresponding to the
shareholders' holdings (targeted acquisition). 


The authorisation is valid for 18 months from the date of its issue.The
authorisation annuls the authorisation on the acquiring of own shares given in
the previous Annual General Meeting. 

Furthermore, the Annual General Meeting authorised the Board to decide on the
issuance of shares as well as the issuance of options and other special rights
entitling to shares in the following manner and annulled the authorisation
given to the Board by the Annual General Meeting on 18 December 2007 on
deciding on the issuance of shares and the issuance of special rights entitling
to shares: 


The Board was given the authorisation to decide in one or more stages on the
issuance of shares and options rights and other special rights entitling to
shares as defined in Section 1 of Chapter 10 of the Limited Liability Companies
Act in the following manner: 


The number of shares given by virtue of the authorisation may not exceed
30,000,000 shares. 


Under the authorisation the Board decides on all the terms and conditions of
the issuance of shares and options and other special rights entitling to
shares.The authorisation covers the issuance of new shares and the disposing of
own shares.The issuance of shares and options and other special rights
entitling to shares as defined in Section 1 of Chapter 10 of the Limited
Liability Companies Act may be carried out in deviation from the shareholders'
pre-emptive rights (directed issue). 

The authorisation annuls the authorisation given by the Annual General Meeting
on 18 December 2007 on deciding on the issuance of shares and special rights
entitling to shares. 

The authorisation will remain valid until 27 January 2016.

Immediately following the Annual General Meeting, the Company Board held an
organisation meeting, electing Jukka Ala-Mello the Chairman of the Board. 

Panostaja Oyj
Juha Sarsama
Managing Director

More information:Juha Sarsama 040 774 2099