Annual General Meeting 2015

Etteplan Oyj's (“Company”) Annual General Meeting of Shareholders was held on Friday, March 27, 2015 starting at 1:00 p.m. at the premises of the Company at the address Ensimmäinen Savu, 01510 Vantaa, Finland.

Annual General Meeting 2015 materials:

Invitation to the Annual General Meeting 2015

AGM 2015 Board proposals

AGM 2015 Committee proposals

AGM 2015 Board candidate

CEO review March 27, 2015

 

Minutes of Annual General Meeting 2015 (only in Finnish)

 

Resolutions of Etteplan Oyj's Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders of Etteplan Oyj (the “Company”) was held on March 27, 2015, at the premises of the Company in Vantaa.

The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2014.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.15 per share for the financial year 2014. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to the shareholders registered on the record date in the shareholders' register maintained by Euroclear Finland Ltd (formerly Finnish Central Securities Depository Ltd). The record date of the payment of dividend is March 31, 2015. The dividend shall be paid on April 9, 2015.

In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of six members.

In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the remuneration of the Board of Directors shall be EUR 24,400 per year for each member of the Board and EUR 48,800 per year for the Chairman.

Additionally, the Annual General Meeting resolved on the remuneration of the Board of Directors and its Nomination and Remuneration Committee per meeting as follows:

The Board of Directors
Chairman      EUR 1,200 per meeting
Members      EUR 600 per meeting

Nomination and Remuneration Committee
Chairman     EUR 1,200 per meeting
Members     EUR 600 per meeting

In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Robert Ingman, Patrick von Essen, Pertti Nupponen, Teuvo Rintamäki and Leena Saarinen as members of the Board of Directors and elected Matti Huttunen as a new member to the Board of Directors.

PricewaterhouseCoopers Oy, Authorized Public Accounting Firm, with Authorized Public Accountant Kaj Wasenius as the main responsible auditor and Certified Auditor Olli Wesamaa were elected as the Company’s auditors. The auditors’ fees were resolved to be paid according to invoice approved by the Company.

The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of the Company’s own shares in one or more tranches using the Company’s unrestricted equity. A maximum of 2,000,000 shares in the Company may be repurchased. The Company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e., the Board has the right to decide on a directed repurchase of the Company’s own shares.

The authorization includes the right for the Board to resolve on the repurchase of the Company’s own shares through a tender offer made to all shareholders on equal terms and conditions and at the price determined by the Board, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, so that the Company’s total holding of own shares does not exceed ten (10) per cent of all the shares in the Company. The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the Company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the Company in public trading during the validity of the authorization.

Should the shares in the Company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case there must be a weighty financial reason for the Company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may as well be used for carrying out Company's incentive schemes for its personnel. The repurchased shares may be retained by the Company, invalidated or transferred further.

The repurchase of the Company's own shares will reduce the non-restricted equity of the Company.

The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on March 27, 2015 and ending on September 26, 2016. The authorization will replace the corresponding previous authorization.

Shareholder's right to put items on the agenda of the General Meeting

A shareholder has the right to put on the agenda of the general meeting items that fall within the competence of the general meeting by virtue of the Limited Liability Companies Act provided that the matter is presented in writing in time for it to be included in the notice convening the Meeting. A request is considered as having been received in good time if the Board of Directors has been notified of such a request on Wednesday, February 4, 2015 at the latest. Such a request should be sent to the address: Etteplan Oyj, Board of Directors, Muovitie 1, 15860 Hollola, Finland.