Panostaja Oyj Annual General Meeting Invitation December 9, 2016, 10:30 am
Panostaja Oyj’s Annual General Meeting will be held on Tuesday January 31, 2017 at 1:00 pm at Technopolis Yliopistonrinne, Häggman Auditorium, Kalevantie 2, Tampere. The reception of those who have registered for the General 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, 2015-October 31, 2016.
- 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 0.04 per share be paid for the financial period November 1, 2015 – October 31, 2016. The dividend will be paid to those shareholders who on the record date of the payment, February 2, 2017, 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 9, 2017.
The Board of Directors 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 of Directors 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 of Directors and the CEO
10. Resolution on the remuneration of the members of the Board of Directors
The shareholders who represent more than 10% of the company’s shares and votes have informed that, at the General Meeting, they will propose that the remuneration of the members of the Board of Directors remain unchanged and that the members to be elected be paid the following remuneration for the term that begins at the end of the General Meeting and ends at the end of the next Annual General Meeting: EUR 40,000 for the Chairman of the Board of Directors and EUR 20,000 for each of the other members of the Board of Directors. According to the proposal, approximately 40% of the remuneration remitted to the members of the Board of Directors will 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 such member of the Board of Directors 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 member of the Board of Directors on the date of the General 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 members of the Board of Directors 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 of Directors
The shareholders who represent more than 10% of the company’s shares and votes have informed that, at the General Meeting, they will propose that the number of members of the Board of Directors of the company be set at six (6).
12. Election of members of the Board of Directors
The shareholders who represent more than 10% of the company’s shares and votes have informed that, at the General Meeting, they will propose that, for the term that begins at the end of the General General Meeting and ends at the end of the next Annual General Meeting, the following persons be re-elected to the Board of Directors: Jukka Ala-Mello, Eero Eriksson, Mikko Koskenkorva, Tarja Pääkkönen, Hannu Tarkkonen and Antero (Antti) Virtanen.
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 set at two (2).
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 5,200,000 in total, which corresponds to approximately 9.9% 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 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 2, 2016 to decide on the acquisition of the company’s own shares is canceled by this authorization.
The authorization will remain valid until July 31, 2018.
17. Decision that, regarding the so-called unclaimed shares entered in the joint book-entry account, the right to share incorporated in the book-entry system and the rights such share carries have been forfeited
As the shares of Panostaja Oyj were incorporated in the book-entry system on March 13, 1999, the shareholders were to present their share certificates and request that their shares be registered in their book-entry account within the registration period specified in the decision by the General Meeting to incorporate the shares in the book-entry system, i.e. no later than March 12, 1999 which date was the last date of registration in accordance with Chapter 3 a, Section 2 of the former Companies Act (734/1978). In accordance with Chapter 3 a, Section 3 of the former Companies Act (734/1978), the Central Securities Depository opened a joint book-entry account in the name of the company for such shareholders who failed to present their share certificates and request that their shares be registered latest on the aforementioned last date of registration.
According to Section 8, subsection 2 of the Act on Implementation of the current Limited Liability Companies Act (21.7.2006/625), the General Meeting may, in accordance with Chapter 4, Section 10, subsection 2 of the current Limited Liability Companies Act (21.7.2006/624), once ten years has elapsed since the last date of registration and from the entry into force of the current Companies Act, decide that, regarding the shares entered in the joint book-entry account, the right to share incorporated in the book-entry system and the rights such share carries have been forfeited, after which resolution the provisions on treasury shares apply to the forfeited share. The current Limited Liability Companies Act entered into force on September 1, 2006.
The Board of Directors proposes to the General Meeting that the General Meeting decide in accordance with Chapter 4, Section 10, subsection 2 of the Limited Liability Companies Act that, regarding the shares entered in the joint book-entry account referred to above, the right to shares incorporated in the book-entry system and the rights such shares carry have been forfeited in accordance with Chapter 4, Section 10, subsection 2 of the Limited Liability Companies Act and that the Board of Directors be authorized to take all measures required by said decision.
18. 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 General Meeting and this invitation to the General Meeting are available at Panostaja Oyj’s website at www.panostaja.fi/sijoittajille/yhtiokokousmateriaali. 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 10, 2017. The proposals by the Board of Directors and shareholders and the financial statements documents will also be available at the General Meeting, and copies of them and of this invitation will be sent to shareholders upon request. The minutes of the General Meeting will be available on said website by February 14, 2017.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Right to participate and registration
Each shareholder, who is registered on January 19, 2017 in the company’s shareholders’ register maintained by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder whose shares are registered in his/her/its 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 General Meeting must register for the General Meeting no later than January 26, 2017 at 4:00 pm. Registration to the General Meeting may be done:
a) by telephone on +358 50 685 70 on business days 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/business registration number of the shareholder as well as the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data submitted by shareholders to Panostaja Oyj will only be used in connection with the General Meeting and the processing of registrations required for it.
The shareholder, his/her/its authorized representative or proxy representative must, where necessary, be able to prove his/her identity and/or right or representation at the meeting venue.
2. Use of a proxy representative and powers of attorney
A shareholder may participate in the General Meeting and use his/her/its rights at the General Meeting by means of a proxy representation.
A shareholder’s proxy representative must present a dated power of attorney, or he/she/it must in some other credible way demonstrate that he/she/it has been authorized to represent the said shareholder. If a shareholder participates in the 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 General 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 General Meeting by virtue of those shares based on which he/she/it, on January 19, 2017, would be entitled to be registered in the shareholders’ register of the company maintained by Euroclear Finland Oy. The right to participate in the 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 26, 2017 by 10:00 am. As regards nominee-registered shares, this constitutes due registration for the General 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 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 26, 2017 by 10:00 am.
4. Other instructions/information
A shareholder who is present at the 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 9, 2016, the date of the invitation to the General Meeting, Panostaja Oyj has a total of 52,533,110 shares and votes.
Coffee catering will be available before the General Meeting from 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 e.g. the Hämppi, Koskikeskus and Tulli parking garages in the vicinity.
Tampere, December 9, 2016
PANOSTAJA OYJ BOARD OF DIRECTORS
Further information:
CEO Juha Sarsama, Panostaja Oyj, +358 (0)40 774 2099