Panostaja Oyj Stock Exchange Bulletin December 11, 2015, 10:30 am
Panostaja Oyj’s Annual General Meeting will be held on Tuesday February 2, 2016 at 1:00 pm at Technopolis Yliopistonrinne, Häggman Auditorium, Kalevantie 2, Tampere. The reception of those who have registered for the Meeting will begin at 12:30 pm.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Appointment of persons to scrutinize the minutes and supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors and the auditors’ report for the financial period November 1, 2014–October 31, 2015.
- Presentation of the CEO’s review
7. Adoption of the financial statements and the consolidated financial statements
8. Use of profit shown on the balance sheet and authorization of the Board of Directors to decide on the distribution of assets
Panostaja Oyj’s Board of Directors proposes to the General Meeting that a dividend of EUR 0.05 per share be paid for the financial period November 1, 2014–October 31, 2015. The dividend will be paid to those shareholders who on the record date of the payment, February 4, 2016, are recorded in the company’s share register maintained by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on February 11, 2016.
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 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 said asset distribution. It is also proposed that the authorization remain valid until the start of the next Annual General Meeting.
9. Resolution on the discharge from liability of the members of the Board and the CEO
10. Resolution on the remuneration 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 the compensations for the Board members remain unchanged and that the members to be elected be paid the following remuneration for the term that begins at the end of the Meeting and ends at the end of the next 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, approximately 40% of the remuneration remitted to the members of the Board will 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 remuneration will be paid in full in monetary form. Furthermore, the proposal states that the travel expenses of the Board members will be paid based on the maximum amount specified in the grounds for payment of travel expenses ordained by the Finnish Tax Administration as valid from time to time.
11. Resolution 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 set at six (6).
12. Election of members of the Board
The shareholders who represent more than 10% of the company’s shares 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 next Annual General Meeting, the following persons be re-elected to the Board: Jukka Ala-Mello, Eero Eriksson, Mikko Koskenkorva, Antero (Antti) Virtanen and Hannu Tarkkonen, and that Tarja Pääkkönen be elected as a new member. Tarja Pääkkönen’s information is available on Panostaja Oyj’s website at www.panostaja.fi/yhtiokokous .
13. Resolution on the remuneration of the auditors
The Board of Directors proposes to the General Meeting that the elected auditors be paid remuneration based on a reasonable invoice.
14. Resolution on the number of auditors
The Board of Directors proposes to the 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. Election of auditors
The Board of Directors proposes to the 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 following the election. Authorized Public Accountants PricewaterhouseCoopers Oy has stated that Authorized Public Accountant Lauri Kallaskari will serve as the chief responsible auditor.
16. Authorizing the Board of Directors to decide on the acquisition of the company’s own shares
The Board of Directors proposes to the 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 approximately 9.86% of the company’s total amount of 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 prevailing market price formed in public trading on the 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 in deviation from the proportion of ownership of the shareholders (directed acquisition).
The authorization issued at the Annual General Meeting on February 5, 2015 to decide on the acquisition of the company’s own shares is canceled by this authorization.
The authorization will remain valid until August 2, 2017.
17. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
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 at www.panostaja.fi/yhtiokokous . Panostaja Oyj’s Annual Report, which includes the company’s financial statements, the consolidated financial statements, the report of the Board of Directors and the auditors’ report, will be made available on the aforementioned website no later than January 11, 2016. 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 will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available on said website by February 16, 2016.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Right to participate, and registration
Each shareholder, who is registered on January 21, 2016 in the company’s shareholders’ register maintained by Euroclear Finland Oy, has the right to participate in the Annual General Meeting. A shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the company’s shareholders’ register.
A shareholder who is registered in the company’s shareholders’ register and who wishes to participate in the Annual General Meeting must register for the Meeting no later than January 28, 2016 at 4:00 pm. Registration to the Meeting may be done:
a) by telephone on +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, FI-33100 Tampere.
The letter or e-mail of registration must have arrived before the end of the registration period.
In connection with the registration, the person registering should state the name and personal identification number/company and business registration number of the shareholder as well as the name of any assistants and the name and personal identification 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 registrations required for it.
The shareholder, his/her authorized representative or proxy representative must, where necessary, be able to prove his/her identity and/or right or representation at the Meeting.
2. Use of a proxy representative, and powers of attorney
A shareholder may participate in the Annual General Meeting and use his/her rights at the Meeting by means of a proxy representation.
A shareholder’s proxy representative must present a dated power of attorney, or he/she must in some other credible way demonstrate that he/she has been authorized to represent the said shareholder. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares based on which each proxy representative is representing the shareholder must be specified at the time of registration for the Meeting.
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.
3. Holders of nominee-registered shares
A holder 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 21, 2016, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Oy. The right to participate in the Annual General Meeting also requires that the shareholder on the basis of such shares is temporarily registered in the shareholders’ register of the company maintained by Euroclear Finland Oy no later than January 28, 2016 by 10:00 am. As regards nominee-registered shares, this constitutes due registration for the Meeting.
The holders of nominee-registered shares are advised to request from their custodian bank, in good time, the instructions they need concerning registration in the company’s temporary shareholders’ register, the issuing of powers of attorney, and registration for the Annual General Meeting. The account management organization of the custodian bank must register the holder of a nominee-registered share who wishes to participate in the Annual General Meeting in the company’s temporary shareholders’ register no later than January 28, 2016 by 10:00 am.
4. Other instructions/information
A shareholder who is present at the Annual General Meeting has the right to present questions with respect to matters to be considered at the Meeting pursuant to Chapter 5, Section 25 of the Companies Act.
On December 11, 2015, the date of the invitation to the Annual General Meeting, Panostaja Oyj has a total of 51,733,110 shares and votes.
Coffee catering will be available before the Annual General Meeting starting at 12:30 pm.
Cars can be parked in the Technopolis Yliopistonrinne parking garage and on the parking deck, which can be accessed through Ratapihankatu, and in the Hämppi, Koskikeskus and Tulli parking garages and other facilities in the vicinity.
Tampere, December 11, 2015
PANOSTAJA OYJ BOARD OF DIRECTORS
Further information:
CEO Juha Sarsama, Panostaja Oyj, +358 (0)40 774 2099
