Panostaja Oyj - Company Announcement

INVITATION TO ANNUAL GENERAL MEETING

INVITATION TO ANNUAL GENERAL MEETING



Panostaja Oyj                       Stock Exchange Bulletin                    
        December 12, 2014, 10:30 am 

Panostaja Oyj's shareholders are invited to the company's Annual General
Meeting, which will be held on Thursday February 5, 2015 at 1:00 pm at
Studio-sali in Tampere Hall, Yliopistonkatu 55, Tampere. The reception of those
who have registered for the meeting will begin at 12.30 pm. 



  1. MEETING AGENDA

The agenda for the meeting will be as follows:


  1. Opening of the meeting

  1. Calling the meeting to order

  1. Appointment of persons to scrutinize the minutes and to supervise the
     counting of votes

  1. Recording the legality of the meeting

  1. Recording the attendance at the meeting and adoption of the list of votes

  1. Presentation of the financial statements, consolidated financial
     statements, report of the Board of Directors and audit report for the
     financial year ending on October 31, 2014
Presentation of the CEO's review

  1. Approval of financial statements and consolidated financial statements

  1. Use of profit shown on the balance sheet, decision on payment of dividends,
     and authorization of the Board of Directors to decide on the distribution
     of assets
According to the company's balance sheet of October 31, 2014, the
     distributable assets amount to EUR 6,867,393.73, EUR 6,946,487.62 of which
     is profit for the financial year November 1, 2013-October 31, 2014.
The Board of Directors proposes to the Annual General Meeting that
     shareholders be paid EUR 0.04 per share as repayment of capital from the
     invested unrestricted equity fund for the financial period that has ended.
     The repayment of capital will be made to those shareholders who on the
     record date of the repayment of capital, February 9, 2015, are recorded in
     the company's shareholders' register maintained by Euroclear Finland Oy.
     The Board of Directors proposes that the repayment of capital be made on
     February 16, 2015.
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 no more than 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 the said asset
     distribution. It is also proposed that the authorization remain valid until
     the start of the next Annual General Meeting.

  1. Decision on the discharge from liability of the members of the Board and
     the CEO.

  1. Decision on compensation 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 no changes are introduced to the compensation paid and that the
     members of the Board to be elected be paid the following compensation for
     the term that begins at the end of the Meeting and ends at the end of the
     2016 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, the travel expenses of the Chairman of the Board
     and the Board members will also be paid based on the maximum amount
     specified in the valid grounds for payment of travel expenses ordained by
     the Finnish Tax Administration.
     Furthermore, the said shareholders have informed that, at the General
     Meeting, they will propose that approximately 40% of the compensation
     remitted to the members of the Board 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 compensation will be paid in full in monetary form.

  1. Decision 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 six (6).

  1. Election of members of the Board
The shareholders who represent more than 10% of the company's share 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 2016 Annual General Meeting, the
     following persons be re-elected to the Board:
Jukka Ala-Mello
Eero Eriksson
Mikko Koskenkorva
Jukka Terhonen
Antero (Antti) Virtanen
Hannu Tarkkonen

13. Decision on auditors' compensation

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

14. Decision on the number of auditors

The Board of Directors proposes to the Annual 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. Selection of auditors




The Board of Directors proposes to the Annual 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 in 2016. Authorized Public Accountants
PricewaterhouseCoopers Oy has stated that Authorized Public Accountant Lauri
Kallaskari will serve as the chief responsible public accountant. 
  1. Authorizing the Board of Directors to decide on the acquisition of the
     company's own shares

The Board of Directors proposes to the Annual 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 about 9.86% of the company's total stock of
shares. By virtue of the authorization, the company's own shares may be
obtained using unrestricted equity only.  The company's own shares may be
acquired at the date-of-acquisition price in public trade arranged by NASDAQ
OMX Helsinki Oy 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 not following the proportion
of ownership of the shareholders (directed acquisition). 

The authorization issued at the Annual General Meeting on January 29, 2014 to
decide on the acquisition of the company's own shares is cancelled by this
authorization. 

The authorization remains valid until August 5, 2016.



  1. Authorization of the Board of Directors to decide on a share issue as well
     as on the granting of option rights and other special rights providing
     entitlement to shares.
The Board of Directors proposes to the General Meeting that the Board be
     authorized to decide on one or more share issues and option rights and the
     granting of other special rights providing entitlement to shares as
     specified in Section 10(1) of the Limited Liability Companies Act, as
     follows:
     The total number of shares issued on the basis of the authorization may not
     exceed 30,000,000.
     The Board of Directors decides on all terms and conditions for share issues
     and options as well as on the terms and conditions for the granting of
     special rights providing entitlement to shares. This authorization concerns
     both the issue of new shares and the selling of the company's own shares.
     Share issues and the provision of option rights as well as that of other
     rights providing entitlement to shares as specified in Section 10(1) of the
     Limited Liability Companies Act may take place deviating from the
     shareholders' pre-emptive right to subscription (directed issue).
     The authorization issued at the Annual General Meeting on January 27, 2011
     to decide on share issues and the provision of special rights providing
     entitlement to shares is cancelled by this authorization.
     The authorization remains valid until February 5, 2020.



  1. Closing of the meeting



  1. MEETING DOCUMENTS



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 www.panostaja.fi. Panostaja Oyj's annual
report, which includes the company's financial statements and consolidated
financial statements, report of the Board of Directors and audit report, will
be available on the said company website by January 12, 2015. 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 may be sent to shareholders by request. The minutes of the
Annual General Meeting will be available for viewing on the said website by
February 19, 2015. 



  1. INSTRUCTIONS TO MEETING PARTICIPANTS



  1. Right to participate, and registration

The shareholders who on January 26, 2015 are on the company's shareholders'
register held by Euroclear Finland Oy have the right to participate in the
Annual General Meeting. A shareholder whose shares have been entered in his/her
personal Finnish book-entry account is registered on the company's
shareholders' register. 

A shareholder who wishes to participate in the Annual General Meeting must
register no later than February 2, 2015 at 3:00 pm.  Registration to the
Meeting may be done: 

a) by telephone to +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, 33100 Tampere, Finland.

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

The person registering should state the name and personal ID code/company and
business registration number of the shareholder as well as the name of any
assistants and the name and ID 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 registration required for
it. 



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

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

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

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. 



  1. Owners of nominee-registered shares

An owner 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 26, 2015, would be entitled to be registered in the shareholders'
register of the company held by Euroclear Finland Oy. Registration also
requires that, by virtue of these shares, the shareholder is temporarily
registered in the shareholders' register of the company held by Euroclear
Finland Oy no later than by 10:00 am on February 2, 2015. As regards
nominee-registered shares, this constitutes due registration for the meeting. 

Owners of nominee-registered shares are advised to request from their custodian
bank, in good time, the instructions they need concerning registration in the
temporary shareholders' register, the issuing of powers of attorney, and
registration for the Annual General Meeting. The account management
organization of the custodian bank has to register the holder of a
nominee-registered share who wishes to participate in the Annual General
Meeting in the company's temporary shareholders' list no later than February 2,
2015 by 10:00 am. 



  1. Other instructions/information

A shareholder who is present at the Annual General Meeting has the right to
present questions at the meeting with respect to matters to be considered at
the meeting pursuant to Section 5(25) of the Limited Liability Companies Act. 

On December 12, 2014, the date of the invitation to the Annual General Meeting,
Panostaja Oyj has a total of 51,733,110 shares and votes. 

Coffee will be served at the Meeting.

Parking of vehicles is possible in the Tampere Hall parking lot and in the
Technopolis, Tulli and Hämppi parking halls located nearby. 

Tampere, December 12, 2014
PANOSTAJA OYJ BOARD OF DIRECTORS


Further information:

CEO Juha Sarsama, Panostaja Oyj, +358 40 774 2099