Panostaja Oyj's Annual General Meeting February 7, 2023
February 07 2023 - 9:30AM
Panostaja Oyj's Annual General Meeting February 7, 2023
Panostaja Oyj Stock Exchange Bulletin,
Decisions of General Meeting February 7, 2023 at
4.30 p.m.
Panostaja Oyj’s Annual General Meeting
was held on February 7, 2023 in Tampere.
The Annual General Meeting adopted the financial
statements and consolidated financial statements presented for the
financial period November 1, 2021–October 31, 2022 and resolved
that a dividend of EUR 0.03 per share be paid for the financial
period November 1, 2021–October 31, 2022. The dividend will be paid
to those shareholders who on the record date of the payment,
February 9, 2023, are recorded in the company’s shareholders’
register maintained by Euroclear Finland Oy. The dividend will be
paid on February 16, 2023. In addition, the Annual General Meeting
resolved to authorize the Board 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. The authorization includes the
right of the Board to decide on all other terms and conditions
relating to said asset distribution. The authorization remains
valid until the start of the next Annual General Meeting.
The Annual General Meeting granted discharge from liability to
the members of the Board and the CEO.
The Annual General Meeting decided to adopt the remuneration
report.
The Annual General Meeting resolved that the
remuneration of the Board remains unchanged and that for the term
that ends at the end of the next Annual General Meeting the
Chairman of the Board be paid a compensation of EUR 40,000, and
that the other members of the Board be each paid a compensation of
EUR 20,000. The Annual General Meeting also resolved that
approximately 40 % of the remuneration remitted to the members of
the Board will be paid on the basis of the share issue
authorization, by issuing company shares to each Board member if
such Board member 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 Board member 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 Annual General Meeting
resolved that the travel expenses of the Board members 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.
The number of members of the Board was set at
five (5). For the term that ends at the end of the next Annual
General Meeting, Jukka Ala-Mello, Eero Eriksson, Tommi Juusela,
Mikko Koskenkorva and Tarja Pääkkönen were re-elected to the
Board.
For the term ending at the end of the next
Annual General Meeting, Authorized Public Accountants Deloitte Oy
was elected as auditor. Authorized Public Accountants Deloitte Oy
has stated that Authorized Public Accountant Hannu Mattila will
serve as the chief responsible auditor.
In addition, the Board was authorized to decide
on the acquisition of the company’s own shares in one or more
instalments so that, based on the authorization, 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 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 previous Annual
General Meeting on February 7, 2022 to decide on the acquisition of
the company’s own shares is cancelled by this authorization. This
authorization shall be valid until August 6, 2024.
The Annual General Meeting authorized the Board
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.
The total number of shares issued on the basis of the authorization
may not exceed 5,200,000. By virtue of the authorization, the Board
may decide 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. The 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 remains valid
until August 6, 2024.
Immediately upon the conclusion of the Annual
General Meeting, the company’s Board held an organizing meeting in
which Jukka Ala-Mello was elected Chairman and Eero Eriksson was
elected deputy Chairman.
The CEO’s review presented to the Annual General
Meeting by Tapio Tommila is attached to this bulletin in
Finnish.
Panostaja Oyj
Tapio Tommila CEO
Further information: Tapio Tommila +358 (0)40
527 6311
Attachment: The CEO’s review presented at the Annual General
Meeting of Panostaja Oyj (in Finnish)
- Panostaja Oyj_Toimitusjohtajan katsaus_Yhtiökokous
7.2.2023
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