Panostaja Oyj Stock Exchange Bulletin, 27 January 2011 04:00 p.m.
PANOSTAJA OYJ’S ANNUAL GENERAL MEETING, 27 January 2011
Panostaja Oyj’s Annual General Meeting was held on Thursday 27 January 2011 in Tampere.
The Annual General Meeting approved the proposed financial statements and the consolidated financial statements for the financial period 1 November 2009–31 October 2010, and that a dividend of EUR 0.05 per outstanding share be paid.The record date for dividend distribution is 1 February 2011, with payment on 8 February 2011.
Furthermore, the Annual General Meeting authorised the Board to use its discretion to decide on a potential distribution of assets to shareholders – the financial situation permitting – either as a dividend of profits or asset distribution from the invested unrestricted equity fund. The maximum amount of the distribution of assets made under the authorisation is a total of four million (4,000,000) euros. The authorisation includes the right of the Board to decide on all other terms and conditions relating to the said asset distribution.The authorisation will remain valid until the next Annual General Meeting.
The Annual General Meeting also discharged from liability the Members of the Board and the Managing Director.
The Annual General Meeting decided that the Chairman of the Board in office during the term beginning at the end of the Annual General Meeting and closing at the end of the 2012 Annual General Meeting be paid EUR 40,000 as annual salary and that the other Members of the Board elected be paid EUR 20,000 as annual salary.Approximately 40% of the salary paid to the Members of the Board will be paid as Company shares based on an authorisation given to the Board for a share issue, if the Board Member on the day of the Annual General Meeting does not own more than one per cent of the Company’s total shares.If, on the day of the Annual General Meeting, the Board Member has more than one per cent of the Company’s total shares, the whole salary is paid in full as cash.The Annual General Meeting also decided that the Board Members’ travel expenses be paid to the valid maximum amount determined in the compensation criteria of travel expenses by the Finnish Tax Administration.Furthermore, the Annual General Meeting decided that the fees of the auditors to be elected be paid based on reasonable invoices.
The number of Board Members was confirmed to be six.Jukka Ala-Mello, Satu Eskelinen, Hannu Martikainen, Hannu Tarkkonen, Mikko Koskenkorva and Eero Eriksson were elected to Panostaja Oyj's Board of Directors.The number of auditors was confirmed to be two. APA Eero Suomela and Authorised Public Accountants PricewaterhouseCoopers Oy were selected as general chartered accountants, with APA Janne Rajalahti as the accountant with main responsibility.
In addition, the Annual General Meeting approved the proposal of the Board to revise Section 8 of the Articles of Association as follows:
“Section 8 - Invitation to the Annual General Meeting and participation therein
The invitation to the Annual General Meeting must be published on the Company’s website at the earliest two (2) months and at the latest three (3) weeks prior to the Meeting, and at least nine days prior to the Annual General Meeting’s record date. The Board may at its discretion notify of the Meeting in one or more newspapers.
In order to be able to participate in the Annual General Meeting, a shareholder must register with the Company no later than the day stated in the invitation to the Meeting, which may be no earlier than ten (10) days prior to the Annual General Meeting.”
Furthermore, the Annual General Meeting authorised the Board to decide on the acquiring of own shares in the following manner and cancelled the authorisation given to the Board by the Annual General Meeting on 27 January 2010 concerning the acquiring of own shares:
The Board was authorised to decide on the acquiring of own shares in one or more stages so that under the authorisation a maximum number of 4,700,000 own shares may be acquired, totalling some 10 per cent of the Company’s shares.Under the authorisation own shares may be acquired using unrestricted equity only.
Own shares may be acquired at a price determined on the day of acquisition in public trading by NASDAQ OMX Helsinki, or at a price otherwise determined on the markets. It is under the Board’s power to decide how own shares are to be acquired.Own shares may be acquired in a proportion not corresponding to the shareholders’ holdings (targeted acquisition).
The authorisation is valid for 18 months from the date of its issue.The authorisation annuls the authorisation on the acquiring of own shares given in the previous Annual General Meeting.
Furthermore, the Annual General Meeting authorised the Board to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares in the following manner and annulled the authorisation given to the Board by the Annual General Meeting on 18 December 2007 on deciding on the issuance of shares and the issuance of special rights entitling to shares:
The Board was given the authorisation to decide in one or more stages on the issuance of shares and options rights and other special rights entitling to shares as defined in Section 1 of Chapter 10 of the Limited Liability Companies Act in the following manner:
The number of shares given by virtue of the authorisation may not exceed 30,000,000 shares.
Under the authorisation the Board decides on all the terms and conditions of the issuance of shares and options and other special rights entitling to shares.The authorisation covers the issuance of new shares and the disposing of own shares.The issuance of shares and options and other special rights entitling to shares as defined in Section 1 of Chapter 10 of the Limited Liability Companies Act may be carried out in deviation from the shareholders’ pre-emptive rights (directed issue).
The authorisation annuls the authorisation given by the Annual General Meeting on 18 December 2007 on deciding on the issuance of shares and special rights entitling to shares.
The authorisation will remain valid until 27 January 2016.
Immediately following the Annual General Meeting, the Company Board held an organisation meeting, electing Jukka Ala-Mello the Chairman of the Board.
Panostaja Oyj
Juha Sarsama
Managing Director
More information:Juha Sarsama 040 774 2099