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Panostaja Oyj Stock Exchange Bulletin, Allurement to General Affair December 16, 2021, 11:00 am
INVITATION TO THE ANNUAL GENERAL MEETING
Panostaja Oyj’s Anniversary General Affair will be captivated on Monday February 7, 2022 at 1:00 pm at Technopolis Asemakeskus, Aava appointment room, Peltokatu 26, Tampere. Shareholders of the aggregation may participate in the affair and exercise their rights as shareholders alone through voting in beforehand as able-bodied as by authoritative counterproposals and presenting questions in advance. It is not accessible to appear the affair in being at the affair area due to COVID-19 pandemic.
Instructions for shareholders are presented in this apprehension beneath area C Instructions for the participants in the General Meeting. The Board of Directors of the Aggregation has bound on the aberrant action for the affair based on the acting aldermanic act (375/2021) accustomed by the Finnish Parliament on 7 May 2021.
In adjustment to absolute the beforehand of the COVID-19 communicable the aggregation has bound to booty accomplishments enabled by the act in adjustment to authority the affair in a anticipated manner, demography into anniversary the bloom and assurance of the company’s shareholders, cadre and added stakeholders.
Shareholders accept the achievability to watch the General Affair and additionally the presentation of the CEO’s analysis via an online broadcast. In case the actor has not voted in advance, the actor shall not be admired as accommodating in the General Meeting. Shareholders who alone ambition to watch the General Affair via online advertisement shall annals by sending email to [email protected] by 2 February 2022 at 4:00 pm.
A. MATTERS ON THE AGENDA OF THE GENERAL MEETING
At the General Meeting, the afterward affairs will be considered:
1. Opening of the meeting
2. Calling the affair to order
As requested by the Board of Directors, Lassi Kettula, Attorney-at-law, will act as the Chair of the General Affair as an absolute and alien being of the company. If he is not able to act as Chair due to a beefy reason, the Board of Directors will appoint a being it deems best acceptable to act as Chair.
3. Appointment of bodies to analyze the annual and to administer the counting of votes
Minna Kumpu will act as the being to affirm the annual and administer the counting of votes as nominated by the Board of Directors. If she is clumsy to act as the being to affirm the annual and administer the counting of the votes due to a beefy reason, the Board of Directors will appoint a being it deems best acceptable to act as a being to affirm the annual and administer the counting of votes.
4. Recording the amends of the meeting
5. Recording the appearance at the affair and acceptance of the annual of votes
Shareholders who accept voted in beforehand aural the beforehand voting aeon and accept the appropriate to appear the General Affair beneath Chapter 5, Area 6 and Area 6a of the Finnish Companies Act shall be accounted shareholders represented at the meeting.
6. Presentation of the cyberbanking statements, the circumscribed cyberbanking statements, the abode of the Board of Directors and the auditors’ abode for the cyberbanking aeon November 1, 2020-October 31, 2021.
As accord in the General Affair is accessible alone in advance, the anniversary accounts, including the abode of the Board of Directors and the auditor’s report, which accept been appear by the aggregation on 17 January 2022 and which are accessible on the company‘s website https://panostaja.fi/sijoittajille/yhtiokokousmateriaali on 17 January 2022, shall be accounted to accept been presented to the General Meeting.
7. Acceptance of the cyberbanking statements and the circumscribed cyberbanking statements
8. Use of accumulation apparent on the antithesis area and allotment of the Board of Directors to adjudge on the administration of assets
Panostaja Oyj’s Board of Directors proposes to the General Affair that a allotment of EUR 0,03 per allotment be paid for the cyberbanking aeon November 1, 2020-October 31, 2021. The allotment will be paid to those shareholders who on the almanac date of the payment, February 9, 2022, are recorded in the company’s shareholders’ annals maintained by Euroclear Finland Oy. The Board of Directors proposes that the allotment be paid on February 16, 2022.
The Board of Directors additionally proposes that the General Affair authorizes the Board of Directors to decide, at its discretion, on the abeyant administration of assets to shareholders, should the company’s cyberbanking cachet admittance this, either as assets or as claim of basic from the invested complete disinterestedness fund. The best administration of assets performed on the base of this allotment totals EUR 4,700,000. It is proposed that the allotment includes the appropriate of the Board of Directors to adjudge on all added agreement and altitude apropos to said asset distribution. It is additionally proposed that the allotment charcoal accurate until the alpha of the abutting Anniversary General Meeting.
9. Resolution on the acquittal from accountability of the associates of the Board of Directors and the CEO
10. Handling of the accomplishment abode for administering bodies
11. Resolution on the accomplishment of the associates of the Board of Directors
The shareholders who represent added than 10% of the company’s shares and votes accept abreast that, at the General Meeting, they will adduce that the accomplishment of the associates of the Board of Directors abide banausic and that the associates to be adopted be paid the afterward accomplishment for the appellation that begins at the end of the General Affair and ends at the end of the abutting Anniversary General Meeting: EUR 40,000 for the Chairman of the Board of Directors and EUR 20,000 for anniversary of the added associates of the Board of Directors. According to the proposal, about 40% of the accomplishment remitted to the associates of the Board of Directors will be paid on the base of the allotment affair allotment accustomed to the Board of Directors, by arising aggregation shares to anniversary affiliate of the Board of Directors if such affiliate of the Board of Directors does not own added than one percent (1%) of the company’s shares on the date of the General Meeting. If the captivation of a affiliate of the Board of Directors on the date of the General Affair is over one percent (1%) of all aggregation shares, the accomplishment will be paid in abounding in budgetary form. Furthermore, the angle states that the biking costs of the associates of the Board of Directors will be paid based on the best bulk defined in the area for acquittal of biking costs advancing by the Finnish Tax Administration as accurate from time to time.
12. Resolution on the cardinal of associates of the Board of Directors
The shareholders who
represent added than 10% of the company’s shares and votes accept abreast that, at the General Meeting, they will adduce that the cardinal of associates of the Board of Directors of the aggregation be set at bristles (5).
13. Acclamation of associates of the Board of Directors
The shareholders who represent added than 10% of the company’s shares and votes accept abreast that, at the General Meeting, they will adduce that, for the appellation that begins at the end of the General Affair and ends at the end of the abutting Anniversary General Meeting, the afterward bodies 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 added than 10% of the company’s shares and votes accept abreast that all of the proposed bodies accept accustomed their accord for the election.
Further advice on the proposed associates of the Board of Directors can be begin at Panostaja Oyj’s website at https://panostaja.fi/sijoittajille/yhtiokokousmateriaali.
14. Resolution on the accomplishment of the auditor
The Board of Directors proposes to the General Affair that the adopted accountant be paid accomplishment based on a reasonable invoice.
15. Resolution on the cardinal of auditors
The Board of Directors proposes to the General Affair that the cardinal of auditors be set at one (1).
16. Acclamation of auditor
The Board of Directors proposes to the General Affair that Accustomed Accessible Accountants Deloitte Oy be adopted as accountant for the aeon that ends at the end of the Anniversary General Affair afterward the election. Accustomed Accessible Accountants Deloitte Oy has declared that Accustomed Accessible Accountant Hannu Mattila will serve as the arch auditor.
17. Authorizing the Board of Directors to adjudge on the accretion of the company’s own shares
The Board of Directors proposes to the General Affair that the Board of Directors be accustomed to adjudge on the accretion of the company’s own shares in one or added installments on the afterward conditions:
The cardinal of the company’s own shares to be acquired may not beat 5,200,000 in total, which corresponds to about 9.8% of the company’s absolute bulk of shares. By advantage of the authorization, the company’s own shares may be acquired application complete disinterestedness only. The company’s own shares may be acquired at the prevailing bazaar amount formed in accessible trading on Nasdaq Helsinki Oy on the date of accretion or contrarily at the prevailing bazaar price.
The Board of Directors will adjudge how the company’s own shares are to be acquired. The company’s own shares may be acquired in aberration from the admeasurement of buying of the shareholders (directed acquisition).
The allotment issued at the Anniversary General Affair on February 5, 2021 to adjudge on the accretion of the company’s own shares is canceled by this authorization.
The allotment will abide accurate until August 6, 2023.
18. Allotment of the Board of Directors to adjudge on allotment issues as able-bodied as on the acceding of advantage rights and added appropriate rights accouterment alms to shares
The Board of Directors proposes to the General Affair that the Board shall be accustomed to adjudge on one or added allotment issues and advantage rights and the acceding of added appropriate rights accouterment alms to shares as defined in Area 10(1) of the Limited Accountability Companies Act, as follows:
The absolute cardinal of shares issued on the base of the allotment may not beat 5,200,000.
The Board of Directors decides on all agreement and altitude for allotment issues and options as able-bodied as on the agreement and altitude for the acceding of appropriate rights accouterment alms to shares. This allotment apropos both the affair of new shares and the affairs of the company’s own shares. Allotment issues and the accouterment of advantage rights as able-bodied as that of added rights accouterment alms to shares as defined in Area 10(1) of the Limited Accountability Companies Act may booty abode abnormal from the shareholders’ pre-emptive appropriate to cable (directed issue).
The allotment issued at the Anniversary General Affair on February 5, 2021 to adjudge on the allotment issues as on the acceding of advantage rights and added appropriate rights accouterment alms to shares of the aggregation is canceled by this authorization. The allotment charcoal accurate until August 6, 2023.
19. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The aloft proposals by the Board of Directors and shareholders on the calendar of the General Affair and this allurement to the General Affair are accessible at Panostaja Oyj’s website at https://panostaja.fi/sijoittajille/yhtiokokousmateriaali. Panostaja Oyj’s Anniversary Report, which includes the company’s cyberbanking statements, the circumscribed cyberbanking statements, the abode of the Board of Directors and the auditors’ abode as able-bodied as the company’s accomplishment report, will be fabricated accessible on the aloft website no afterwards than January 17, 2022. The copies of the abstracts mentioned herein will be beatific to shareholders aloft request. The annual of the General Affair will be accessible on said website by February 21, 2022.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
Shareholder or his/her proxy adumbrative may participate in the General Affair and exercise their rights as shareholders alone through voting in beforehand in accordance with the instructions presented below.
1. Appropriate to participate and registration
Each shareholder, who is registered on January 26, 2022 in the company’s shareholders’ annals maintained by Euroclear Finland Oy, has the appropriate to participate in the General Meeting. A actor whose shares are registered in his/her/its claimed Finnish book-entry anniversary is registered in the company’s shareholders’ register. Actor or his/her proxy adumbrative may participate in the General Affair alone through voting in beforehand in accordance with the instructions presented below.
2. Apprehension of accord and voting in advance
The allotment aeon and beforehand voting aeon arise on 23 December 2021, back the borderline for carrying counterproposals to be put to a vote has expired. A shareholder, who is registered in the company’s shareholders’ annals and who wishes to participate in the General Affair by voting in advance, charge annals for the General Affair by giving a above-mentioned apprehension of accord and by carrying his/her votes in advance. Both the apprehension of accord and votes accept to be accustomed by the aggregation by no afterwards than on 2 February 2022 at 4 p.m.
When registering, requested advice such as the name, claimed identification number, abode and blast cardinal of the actor charge be notified. If accession adumbrative than the proxy adumbrative nominated by the Aggregation is used, the requested advice such as the name and claimed identification cardinal charge be notified additionally apropos such proxy representative. The claimed abstracts accustomed to Panostaja Oyj or Euroclear Finland Oy will be acclimated alone in affiliation with the General Affair and with the processing of accompanying registrations.
Shareholders can annals and vote in beforehand on assertive affairs on the calendar during the aeon amid 23 December 2021 – 2 February 2022 in the afterward manners:
a) On the website: https://panostaja.fi/sijoittajille/yhtiokokousmateriaali/
b) By approved mail or email
If a actor participates in the General Affair by carrying votes in beforehand electronically via website or by approved mail or email to Euroclear Finland Oy, the commitment of the votes shall aggregate due allotment for the General Affair if the advice appropriate for registering for the affair set out aloft is included in the documents.
The agreement and added instructions apropos the voting are accessible additionally on the company’s website https://panostaja.fi/sijoittajille/yhtiokokousmateriaali. Added advice is accessible additionally by email [email protected] or by blast 358 50 685 70 on business canicule amid 9:00 a.m. and 4:00 p.m.
3. Use of a proxy adumbrative and admiral of attorney
A shareholder’s proxy adumbrative charge present a anachronous ability of attorney, or he/she/it charge in some added aboveboard way authenticate that he/she/it has been accustomed to represent the said shareholder. If a actor participates in the General Affair by agency of several proxy assembly apery the actor with shares at altered book-entry accounts, the shares based on which anniversary proxy adumbrative is apery the actor charge be defined at the time of allotment for the General Meeting.
A arrangement for the proxy certificate and voting instructions will be accessible on the company’s website https://panostaja.fi/sijoittajille/yhtiokokousmateriaali by no afterwards than 23 December 2021 already the borderline for carrying counterproposals to be put to a vote has expired. Original admiral of advocate should be beatific no afterwards than 2 February 2023 afore the end of allotment period, by which time the abstracts charge be received. Additionally the shareholder’s proxy adumbrative charge vote in beforehand in accordance with the agreement and instructions accustomed in this invitation.
Delivery of a proxy certificate and votes in beforehand to the aggregation afore the cessation of the aeon for the apprehension of accord constitutes due allotment for the General Affair if the advice appropriate for registering for the affair set out aloft is included in the documents.
4. Holders of nominee-registered shares
A holder of nominee-registered shares has the appropriate to participate in the General Affair by advantage of those shares based on which he/she/it, on January 26, 2022, would be advantaged to be registered in the shareholders’ annals of the aggregation maintained by Euroclear Finland Oy. The appropriate to participate in the General Affair additionally requires that the actor on the base of such shares is briefly registered in the shareholders’ annals of the aggregation maintained by Euroclear Finland Oy no afterwards than February 2, 2022, unless accustomed a appropriate permit, by 10:00 am. As commendations nominee-registered shares, this constitutes due allotment for the General Meeting. Changes in shareholding occurring afterwards the almanac date of the General Affair will not affect the appropriate to participate in the General Affair or the cardinal of votes of such actor at the General Meeting.
The holders of nominee-registered shares are brash to appeal from their babysitter bank, in acceptable time, the instructions they charge apropos allotment in the company’s acting shareholders’ register, the arising of admiral of attorney, and allotment for the General Meeting. The anniversary administration alignment of the babysitter coffer charge annals the holder of a nominee-registered allotment who wishes to participate in the Anniversary General Affair in the company’s acting shareholders’ annals no afterwards than by the due time mentioned above. In addition, the anniversary administration alignment of the babysitter coffer charge see to the voting in beforehand on annual of a nominee-registered actor aural the allotment aeon applicable.
5. Added instructions/information
Shareholders captivation at atomic one hundredth of all of the shares in the aggregation accept the appropriate to accomplish a counterproposal to the proposals for resolutions on the calendar of the General Meeting, which will be put to a vote. Such counterproposals charge be delivered to the aggregation by e-mail to [email protected] by no afterwards than 21 December 2021 at 4 p.m. Shareholders authoritative a counterproposal charge in affiliation with carrying the counterproposal present affirmation of his/her shareholdings. The counterproposal will be advised at the General Meeting, provided that the actor has the appropriate to participate in the General Affair and that the actor holds shares agnate to at atomic one hundredth of all of the shares in the aggregation on the almanac date of the General Meeting. If the counterproposal will not be taken up for application at the General Meeting, the votes accustomed in favour of the counterproposal will not be taken into account. The aggregation will broadcast accessible counterproposals to be put to a vote on the company‘s website https://panostaja.fi/sijoittajille/yhtiokokousmateriaali www.panostaja.fi by no afterwards than 23 December 2021.
A actor may present questions with account to affairs to be advised at the General Affair pursuant to Chapter 5, Area 25 of the Finnish Companies Act until 24 January 2022 by e-mail to [email protected] or by approved mail to Panostaja Oyj, Yhtiökokous, Kalevantie 2, 33100 Tampere. Such questions by shareholders, responses to such questions by the company‘s administration as able-bodied as added counterproposals than those put up to a vote are accessible on the on the company‘s website www.panostaja.fi by no afterwards than 27 January 2022. As a prerequisite for presenting questions or counterproposals, a actor charge present acceptable affirmation to the aggregation of his/her shareholdings.
On December 16, 2021, the date of the allurement to the General Meeting, Panostaja Oyj has a absolute of 53,333,110 shares and votes.
Tampere, December 16, 2021
PANOSTAJA OYJ BOARD OF DIRECTORS
Further information:
CEO Tapio Tommila, Panostaja Oyj, 358 40 527 6311
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