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.
- MEETING AGENDA
The agenda for the meeting will be as follows:
- Opening of the meeting
- Calling the meeting to order
- Appointment of persons to scrutinize the minutes and to supervise the counting of votes
- Recording the legality of the meeting
- Recording the attendance at the meeting and adoption of the list of votes
- 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
- Approval of financial statements and consolidated financial statements
- 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.
- Decision on the discharge from liability of the members of the Board and the CEO.
- 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.
- 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).
- 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.
- 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.
- 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.
- Closing of the meeting
- 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.
- INSTRUCTIONS TO MEETING PARTICIPANTS
- 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.
- 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.
- 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.
- 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
