Panostaja Oyj – Invitation to the Annual General Meeting
Panostaja Oyj Stock Exchange Bulletin, Invitation to General Meeting December 16, 2021, 11:00 am
INVITATION TO THE ANNUAL GENERAL MEETING
Panostaja Oyj’s Annual General Meeting will be held on Monday February 7, 2022 at 1:00 pm at Technopolis Asemakeskus, Aava conference room, Peltokatu 26, Tampere. Shareholders of the company may participate in the meeting and exercise their rights as shareholders only through voting in advance as well as by making counterproposals and presenting questions in advance. It is not possible to attend the meeting in person at the meeting venue due to COVID-19 pandemic.
Instructions for shareholders are presented in this notice under section C Instructions for the participants in the General Meeting. The Board of Directors of the Company has resolved on the exceptional procedure for the meeting based on the temporary legislative act (375/2021) approved by the Finnish Parliament on 7 May 2021.
In order to limit the spread of the COVID-19 pandemic the company has resolved to take actions enabled by the act in order to hold the meeting in a predictable manner, taking into account the health and safety of the company’s shareholders, personnel and other stakeholders.
Shareholders have the possibility to watch the General Meeting and also the presentation of the CEO’s review via an online broadcast. In case the shareholder has not voted in advance, the shareholder shall not be regarded as participating in the General Meeting. Shareholders who only wish to watch the General Meeting via online broadcast shall register by sending email to yhtiokokous@panostaja.fi by 2 February 2022 at 4:00 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
As requested by the Board of Directors, Lassi Kettula, Attorney-at-law, will act as the Chair of the General Meeting as an independent and external person of the company. If he is not able to act as Chair due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as Chair.
3. Appointment of persons to scrutinize the minutes and to supervise the counting of votes
Minna Kumpu will act as the person to confirm the minutes and supervise the counting of votes as nominated by the Board of Directors. If she is unable to act as the person to confirm the minutes and supervise the counting of the votes due to a weighty reason, the Board of Directors will nominate a person it deems most suitable to act as a person to confirm 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
Shareholders who have voted in advance within the advance voting period and have the right to attend the General Meeting under Chapter 5, Section 6 and Section 6a of the Finnish Companies Act shall be deemed shareholders represented at the meeting.
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, 2020-October 31, 2021.
As participation in the General Meeting is possible only in advance, the annual accounts, including the report of the Board of Directors and the auditor's report, which have been published by the company on 17 January 2022 and which are available on the company‘s website https://panostaja.fi/sijoittajille/yhtiokokousmateriaali on 17 January 2022, shall be deemed to have been presented to the General Meeting.
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 0,03 per share be paid for the financial period November 1, 2020-October 31, 2021. The dividend will be paid to those shareholders who on the record date of the payment, February 9, 2022, are recorded in the company’s shareholders’ register maintained by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on February 16, 2022.
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 includes 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 remains 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. Handling of the remuneration report for governing bodies
11. 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.
12. 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 five (5).
13. 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 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://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 auditors
The Board of Directors proposes to the General Meeting that the number of auditors be set at one (1).
16. Election of auditor
The Board of Directors proposes to the General Meeting that Authorized Public Accountants Deloitte Oy be elected as auditor for the period that ends at the end of the Annual General Meeting following the election. Authorized Public Accountants Deloitte Oy has stated that Authorized Public Accountant Hannu Mattila will serve as the principal auditor.
17. 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 9.8% 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 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 5, 2021 to decide on the acquisition of the company’s own shares is canceled by this authorization.
The authorization will remain valid until August 6, 2023.
18. Authorization of the Board of Directors to decide on share issues as well as on the granting of option rights and other special rights providing entitlement to shares
The 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 5, 2021 to decide on the share issues as on the granting of option rights and other special rights providing entitlement to shares of the company is canceled by this authorization. The authorization remains valid until August 6, 2023.
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 report, will be made available on the aforementioned website no later than January 17, 2022. The copies of the documents mentioned herein will be sent to shareholders upon request. The minutes of the General Meeting will be available on said website by February 21, 2022.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
Shareholder or his/her proxy representative may participate in the General Meeting and exercise their rights as shareholders only through voting in advance in accordance with the instructions presented below.
1. Right to participate and registration
Each shareholder, who is registered on January 26, 2022 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. Shareholder or his/her proxy representative may participate in the General Meeting only through voting in advance in accordance with the instructions presented below.
2. Notice of participation and voting in advance
The registration period and advance voting period commence on 23 December 2021, when the deadline for delivering counterproposals to be put to a vote has expired. A shareholder, who is registered in the company’s shareholders’ register and who wishes to participate in the General Meeting by voting in advance, must register for the General Meeting by giving a prior notice of participation and by delivering his/her votes in advance. Both the notice of participation and votes have to be received by the company by no later than on 2 February 2022 at 4 p.m.
When registering, requested information such as the name, personal identification number, address and telephone number of the shareholder must be notified. If another representative than the proxy representative nominated by the Company is used, the requested information such as the name and personal identification number must be notified also regarding such proxy representative. The personal data given to Panostaja Oyj or Euroclear Finland Oy will be used only in connection with the General Meeting and with the processing of related registrations.
Shareholders can register and vote in advance on certain matters on the agenda during the period between 23 December 2021 – 2 February 2022 in the following manners:
a) On the website: https://panostaja.fi/sijoittajille/yhtiokokousmateriaali/
- Private individual (private shareholder or his/her proxy): The electronic registration and voting in advance requires the use of online banking codes or mobile ID
- Corporation: The electronic registration and voting in advance requires the shareholder’s book-entry account number
b) By regular mail or email
- A shareholder may deliver an advance voting form available on the company’s website to Euroclear Finland Oy by regular mail to the following address: Euroclear Finland Oy, Yhtiökokous/Panostaja Oyj, PL 1110, FI-00101 Helsinki, Finland or by e-mail to yhtiokokous@euroclear.eu.
If a shareholder participates in the General Meeting by delivering votes in advance electronically via website or by regular mail or email to Euroclear Finland Oy, the delivery of the votes shall constitute due registration for the General Meeting if the information required for registering for the meeting set out above is included in the documents.
The terms and other instructions concerning the voting are available also on the company’s website https://panostaja.fi/sijoittajille/yhtiokokousmateriaali. More information is available also by email yhtiokokous@panostaja.fi or by telephone +358 50 685 70 on business days between 9:00 a.m. and 4:00 p.m.
3. Use of a proxy representative and powers of attorney
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.
A template for the proxy document and voting instructions will be available on the company’s website https://panostaja.fi/sijoittajille/yhtiokokousmateriaali by no later than 23 December 2021 once the deadline for delivering counterproposals to be put to a vote has expired. Original powers of attorney should be sent no later than 2 February 2023 before the end of registration period, by which time the documents must be received. Also the shareholder’s proxy representative must vote in advance in accordance with the terms and instructions given in this invitation.
Delivery of a proxy document and votes in advance to the company before the expiration of the period for the notice of participation constitutes due registration for the General Meeting if the information required for registering for the meeting set out above is included in the documents.
4. 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 26, 2022, 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, 2022, unless given a special permit, by 10:00 am. As regards nominee-registered shares, this constitutes due registration for the General Meeting. Changes in shareholding occurring after the record date of the General Meeting will not affect the right to participate in the General Meeting or the number of votes of such shareholder at 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 by the due time mentioned above. In addition, the account management organization of the custodian bank must see to the voting in advance on behalf of a nominee-registered shareholder within the registration period applicable.
5. Other instructions/information
Shareholders holding at least one hundredth of all of the shares in the company have the right to make a counterproposal to the proposals for resolutions on the agenda of the General Meeting, which will be put to a vote. Such counterproposals must be delivered to the company by e-mail to yhtiokokous@panostaja.fi by no later than 21 December 2021 at 4 p.m. Shareholders making a counterproposal must in connection with delivering the counterproposal present evidence of his/her shareholdings. The counterproposal will be considered at the General Meeting, provided that the shareholder has the right to participate in the General Meeting and that the shareholder holds shares corresponding to at least one hundredth of all of the shares in the company on the record date of the General Meeting. If the counterproposal will not be taken up for consideration at the General Meeting, the votes given in favour of the counterproposal will not be taken into account. The company will publish possible counterproposals to be put to a vote on the company‘s website https://panostaja.fi/sijoittajille/yhtiokokousmateriaaliwww.panostaja.fi by no later than 23 December 2021.
A shareholder may present questions with respect to matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act until 24 January 2022 by e-mail to yhtiokokous@panostaja.fi or by regular mail to Panostaja Oyj, Yhtiökokous, Kalevantie 2, 33100 Tampere. Such questions by shareholders, responses to such questions by the company‘s management as well as other counterproposals than those put up to a vote are available on the on the company‘s website www.panostaja.fi by no later than 27 January 2022. As a prerequisite for presenting questions or counterproposals, a shareholder must present sufficient evidence to the company of his/her shareholdings.
On December 16, 2021, the date of the invitation to the General Meeting, Panostaja Oyj has a total 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
