Panostaja Oyj - Company Announcement

PANOSTAJA OYJ'S ANNUAL GENERAL MEETING JANUARY 29, 2014

Panostaja Oyj                                                        Stock
exchange bulletin January 29, 2014 at 16.15 


Panostaja Oyj's Annual General Meeting was held on January 29, 2014 in Tampere.

The Annual General Meeting adopted the financial statements and consolidated
financial statements presented for the financial period November 1,
2012-October 31, 2013 and decided that no dividend or capital repayment is
distributed. 

In addition, the Annual General Meeting authorized the Board to decide, at its
discretion, on the distribution of assets to shareholders, the company's
financial status permitting, as dividends or capital repayment from the
invested unrestricted equity fund. The maximum distribution of assets performed
on the basis of this authorization totals EUR 5,200,000. The authorization
includes the right of the Board to decide on all other terms and conditions
relating to the said asset distribution. The authorization will remain valid
until the beginning of the next Annual General Meeting. 

The Annual General Meeting granted exemption from liability to the members of
the Board and to the CEO. 

It was decided at the Annual General Meeting that for the term that begins at
the end of the Annual General Meeting and ends at the end of the 2015 Annual
General Meeting the Chairman of the Board be paid EUR 40,000 as compensation,
and that the other members of the Board be paid EUR 20,000 as compensation. It
was further resolved at the Annual General Meeting 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 of the
company's shares on the date of the Annual General Meeting. If the holding of a
Board member on the date of the Annual General Meeting is over one percent of
all company shares, the compensation will be paid in full in monetary form. The
Annual General Meeting also decided that the travel expenses of the Board
members be paid based on the maximum amount specified in the valid grounds for
payment of travel expenses ordained by the Finnish Tax Administration. The
Annual General Meeting also decided that the auditors be paid compensation
based on a reasonable invoice. 

The number of members of the Board was set at six. For the period beginning at
the end of the Annual General Meeting and ending at the end of the 2015 Annual
General Meeting, Jukka Ala-Mello, Eero Eriksson, Mikko Koskenkorva, Jukka
Terhonen and Antero (Antti) Virtanen were re-elected to Panostaja Oyj's Board
of Directors, along with a new member Hannu Tarkkonen.  For the period
beginning at the end of the Annual General Meeting and ending at the end of the
2015 Annual General Meeting, Authorized Public Accountants
PricewaterhouseCoopers Oy and Authorized Public Accountant Markku Launis were
elected as auditors. Authorized Public Accountants PriceWaterhouseCoopers Oy
has stated that Authorized Public Accountant Janne Rajalahti will serve as the
chief responsible public accountant. 

The Board was authorized to decide on the acquisition of the company's own
shares in one or more installments so that, based on the authorization, it will
be possible to acquire up to 5,100,000 of the company's own shares, which
corresponds to about 9.86% of all the company's shares. By virtue of the
authorization, the company's own shares may be acquired using unrestricted
equity only. The company's own shares may be acquired at the price in public
trade arranged by NASDAQ OMX Helsinki Oy on the date of acquisition 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 shall be valid until July 29, 2015.
The authorization issued at the Annual General Meeting of January 29, 2013 to
decide on the acquisition of the company's own shares is cancelled by this
authorization. 

Immediately upon the conclusion of the General Meeting, the company's Board
held an organizing meeting in which Jukka Ala-Mello was elected Chairman and
Eero Eriksson was elected deputy Chairman. 

The CEO's review prepared and presented to the Meeting by Juha Sarsama is
attached to this bulletin. 


Panostaja Oyj

Juha Sarsama

CEO


Further information: Juha Sarsama 040 774 2099

Attachments:

Yhtiokokous_toimitusjohtajan katsaus 20140129 ID 16015.pdf