Panostaja Oyj - Decisions of general meeting

PANOSTAJA OYJ'S ANNUAL GENERAL MEETING JANUARY 31, 2012

Panostaja Oyj               Stock Exchange Bulletin January 31, 2012  03:10 p.m.


PANOSTAJA OYJ'S ANNUAL GENERAL MEETING JANUARY 31, 2012



Panostaja Oyj's Annual General Meeting was held on Tuesday January 31, 2012 in
Tampere. 

The Annual General Meeting adopted the presented financial statements and
consolidated financial statements for the financial year November 1,
2010-October 31, 2011 and decided that shareholders be paid EUR 0.05 per share
as capital repayment from the invested unrestricted equity fund. The record
date for the repayment is February 3, 2012, with the payment date being
February 10, 2012. 

In addition, the Annual General Meeting authorized the Board of Directors to
decide, at its discretion, on the potential distribution of assets to
shareholders, the company's financial status permitting, either as dividends
from profit funds or as distribution of assets 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 of Directors to decide on all other terms and conditions relating to the
said asset distribution. The authorization will remain valid until the end of
the next Annual General Meeting. 

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

It was decided at the Annual General Meeting that for the term that begins at
the end of the meeting and ends at the end of the 2013 Annual General Meeting
the elected Chairman of the Board of Directors be paid EUR 40,000 as an annual
compensation and that the other elected members of the Board of Directors be
paid an annual compensation of EUR 20,000. It was further resolved at the
Annual General Meeting that approximately 40% of the compensation remitted to
the members of the Board of Directors be paid on the basis of the share issue
authorization given to the Board of Directors, by issuing company shares to
each member of the Board of Directors if the member of the Board of Directors
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 member of the Board of Directors 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 members of the
Board of Directors be paid based on the maximum amount allowed by the travel
allowance criteria declared by the Tax Administration. The Board of Directors
also decided that the elected auditors be paid compensation based on an
invoice. 

The number of members of the Board of Directors was confirmed as six. For the
period beginning at the end of the Annual General Meeting and ending at the end
of the 2013 Annual General Meeting, Jukka Ala-Mello, Eero Erikson, Satu
Eskelinen, Mikko Koskenkorva, Hannu Martikainen and Hannu Tarkkonen were
re-elected to Panostaja Oyj's Board of Directors. The number of auditors was
confirmed as two and, for the period beginning at the end of the Annual General
Meeting and ending at the end of the 2013 Annual General Meeting, Authorized
Public Accountants PricewaterhouseCoopers Oy and Authorized Public Accountant
Markku Launis were elected as auditors. Authorized Public Accountants
PricewaterhouseCoopers Oy has informed that Authorized Public Accountant Janne
Rajalahti shall act as the responsible auditor. 

The Annual General Meeting also authorized the Board of Directors to decide on
the acquisition of the company's own shares in the following manner: 

The Board of Directors was authorized to decide on the acquisition of the
company's own shares in one or more installments so that, based on the
authorization, the number of the own shares acquired may not exceed  5,100,000,
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 by 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 31, 2013.
The authorization issued at the Annual General Meeting on January 27, 2011 to
decide on the acquisition of the company's own shares is cancelled by this
authorization. 

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

Panostaja Oyj

Juha Sarsama
CEO

Further information: Juha Sarsama +358 40 774 2099