INVITATION TO THE ANNUAL GENERAL MEETING
Panostaja
Oyj Stock Exchange
Bulletin, Notice to General Meeting December 15, 2023, 1:00 pm
INVITATION TO THE ANNUAL GENERAL
MEETING
Panostaja Oyj’s Annual General Meeting will be
held on Wednesday February 7, 2024 at 1:00 pm at Lapland Hotels
Arena, Ratapihankatu 54, 5th floor, Kajo meeting room, 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
meeting2. Calling
the meeting to
order3. Appointment
of persons to scrutinize the minutes and to supervise the counting
of
votes4. Recording
the legality of the
meeting5. Recording
the attendance at the meeting and adoption of the list of
votes6. 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, 2022-October 31,
2023.
- Presentation of the CEO’s
review
7. Adoption of the
financial statements and the consolidated financial
statements8. Use
of profit shown on the balance sheet and authorization of the Board
of Directors to decide on the distribution of assetsThe
Board of Directors proposes that no dividends shall be distributed
for the financial period November 1, 2022 – October 31, 2023.
The Board of Directors also proposes that the
General Meeting authorizes 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
CEO10. Handling
of the remuneration report and the remuneration policy for
governing bodies
11. Resolution on the
remuneration of the members of the Board of DirectorsThe
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.
12. Resolution on the
number of members of the Board of DirectorsThe
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 five (5).
13. Election of members
of the Board of DirectorsThe 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 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, Tommi
Juusela, Mikko Koskenkorva and Tarja Pääkkönen.
The above-mentioned shareholders who represent
more than 10% of the company’s shares and votes have informed that
all of the proposed persons have given their consent for the
election.
Further information on the proposed members of
the Board of Directors can be found at Panostaja Oyj’s website at
https://www.panostaja.fi/sijoittajille/yhtiokokousmateriaali.
14. Resolution on the
remuneration of the auditor The Board of Directors
proposes to the General Meeting that the elected auditor be paid
remuneration based on a reasonable invoice.
15. Resolution on the
number of auditorsThe Board of Directors proposes to the
General Meeting that the number of auditors be set at one (1).
16. Election of
auditorThe Board of Directors proposes to the General
Meeting that the audit firm Deloitte Oy be elected as the auditor
for the period that ends at the end of the Annual General Meeting
following the election. Audit firm Deloitte Oy has stated that
Authorized Public Accountant Hannu Mattila will serve as the
responsible auditor.
17. Authorizing the Board
of Directors to decide on the acquisition of the company’s own
sharesThe 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 9.8% 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 7, 2023 to decide on the acquisition of the
company’s own shares is canceled by this authorization.
The authorization will remain valid until August
6, 2025.
18. Authorization of the
Board of Directors to decide on a share issues as well as on the
granting of option rights and other special rights providing
entitlement to sharesThe Board of Directors proposes to
the General Meeting that the Board shall 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 5,200,000.
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 February 7, 2023 to decide on the share issues as well
as on the granting of option rights and other special rights
providing entitlement to shares is canceled by this
authorization.
The authorization remains valid until August 6,
2025.
19. 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
https://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 as well as the
company’s remuneration policies (both the currently effective and
new) and the remuneration report, will be made available on the
aforementioned website no later than January 16, 2024. The
proposals by the Board of Directors and shareholders, the financial
statements documents, the company’s remuneration policies as well
as the remuneration report will also be available at the General
Meeting, and copies of them will be sent to shareholders upon
request. The minutes of the General Meeting will be available on
said website by February 21, 2024.
C. INSTRUCTIONS
FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Right to participate
and registrationEach shareholder, who is registered on
January 26, 2024 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
February 2, 2024 at 4:00 pm. Registration to the General Meeting
may be done:
a) by telephone on +358 50 685
70 on business days between 9:00 am and 4:00 pm Finnish
time;b) by e-mail to yhtiokokous@panostaja.fi;
orc) 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 attorneyA 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. Furthermore, and
in addition to providing the powers of attorney, the shareholder or
his/her/its representative must also register to the meeting by
following the instructions described in this invitation.
3. Holders of
nominee-registered sharesA 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 26,
2024, 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 February 2, 2024 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 February 2, 2024 by 10:00 am.
4. Other
instructions/informationA 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 Finnish Companies Act.
Changes in the ownership which have taken place
after the record date shall not have effect on the shareholder’s
right to attend the general meeting nor on the number of votes.
On December 15, 2023, the date of the invitation
to the General Meeting, Panostaja Oyj has a total of 53,333,110
shares and votes.
Coffee catering will be available before the
General Meeting as 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 15, 2023
PANOSTAJA OYJ BOARD OF DIRECTORS
Further information:
CEO Tapio Tommila, Panostaja Oyj, +358
40 527 6311
Panostaja Oyj (LSE:0JPI)
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