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2009-12-29 14:45:00 CET 2009-12-29 14:45:02 CET REGULATED INFORMATION Panostaja Oyj - Notice to general meetingCALL TO A GENERAL SHAREHOLDERS MEETINGPanostaja Oyj Stock Exchange Release, December 29, 2009 15:45 PM CALL TO A GENERAL SHAREHOLDERS MEETING Panostaja Oyj's Annual General Meeting is due to be held on Wednesday 27th January 2010 at 10 am. at Museum Centre Vapriikki, at Alaverstaanraitti 5, Tampere. ISSUES COVERED AT THE GENERAL MEETING The General Meeting will cover standard Annual General Meeting issues as outlined in Article 9 of the Articles of Association, proposal to amend Article 8 of the Articles of Association and the proposal of the Board to authorise the Board to decide on buying back own shares. PROPOSAL CONCERNING DIVIDEND The Board of Directors proposes to the Annual General Meeting that a dividend of 0,12 Euros per share would be paid from the financial year ended 31.10.2009 Those included in the Shareholder Register kept by Euroclear Finland Ltd. on the dividend record date 1.2.2010 are entitled to receive dividends. Dividends will be paid out as from 8th February 2010. PROPOSAL CONCERNING THE AUDITORS The Board proposes to the AGM that PricewaterhouseCoopers Oy Authorized Public Accountants with Janne Rajalahti, APA, as responsible auditor, and Eero Suomela, APA, to be appointed auditors for the term of office to continue until after the next AGM. PROPOSAL CONCERNING THE AMENDMENT OF ARTICLE 8 OF THE ARTICLES OF ASSOCIATION “8 § Call to general meeting and participation to general meeting. The call to general meeting must be delivered to shareholders earliest two (2) months and no later than three (3) weeks before the meeting and no later than nine days before the meeting record date, by a registered letter to shareholders address as recorded in the shareholders register, by any other verified manner or by publishing the call at least in one national newspaper as decided by the shareholders meeting. Shareholder must, in order to be able to attend the general meeting, notify the company of his attendance in advance on a date set forth in the call, and such date may not be earlier than ten (10) days before the meeting.” AUTHORISING THE BOARD TO DECIDE ON BUYING BACK OWN SHARES The Board proposes that the Board is authorised to decide on buying back own shares in one or more lots as follows: The decision(s) to buy back own shares must be limited to such amount of shares, that together with the own shares owned by or pledged to the Company or its subsidiaries, is one tenth of all the shares in the Company. The shares will be bought in disproportion to shareholdings in public trading organised by the NASDAQ OMX Helsinki Ltd. at their current price in public trading at the time of purchase. The Purchases will be executed in accordance to the rules of NASDAQ OMX Helsinki Ltd. and Euroclear Finland Ltd. Authorisation is valid for 18 months of the AGM's authorisation decision. Authorisation revokes the authorisation of the Board to decide on buying back own shares given by previous AGM. RIGHT TO PARTICIPATE AND NOTICE OF PARTICIPATION Participation in the Annual General Meeting is open to shareholders whose names appear on the Shareholder Register kept by Euroclear Finland Oy no later than 15th of January 2010. Shareholders whose shares have been entered into their book-entry account are also registered in the company Shareholder Register. Shareholders registered under nominees can be notified to the Shareholder Register no later than 22.1.2010 for temporary registration into the Shareholder Register allowing participation in the meeting. Shareholders wishing to attend the Annual General Meeting are required to notify the company of their attendance in advance, no later than 10:00 AM EET on Friday 22rd January 2010, in writing to Ms. Sari Tapiola/Panostaja Oyj, P.O. Box 783, FI-33101 Tampere, Finland, by fax to +358 (0)10 2173 232 or by phoning Ms. Sari Tapiola on +358 (0)10 2173 211. Written notifications must arrive prior to expiration of the registration period. It is requested that any possible proxies be delivered at the same time as registration. The financial statements and the proposals by the Board of Directors with annexes will be made available for inspection by shareholders one week prior to the meeting at Panostaja Oyj's head office at Postitorvenkatu 16, 33840 Tampere. In addition copies of the documents presented in AGM will be made available in www.panostaja.fi on 6th of January 2010. Copies of these documents will be sent to shareholders on request. Tampere, 29th December 2009 PANOSTAJA OYJ, BOARD OF DIRECTORS |
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