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Article 1 Business name and domicile
The Company's business name is Etteplan Oyj, and it is domiciled in Vantaa.

 

Article 2 Field of operations
The Company's field of operations are design and consulting services as well as the production and sales of computer software.

 

Article 3 Book-entry system
The Company's shares shall belong to the book-entry system.

 

Article 4 Board of Directors
The Company's affairs shall be overseen by a Board of Directors comprised of three to seven members. The Board of Directors shall be elected for a term of one year at time at the Annual General Meeting.

 

Article 5 Managing Director
The Board shall appoint a Managing Director for the Company.

 

Article 6 Representation of a company
The Company shall be represented by the chairman of the Board of Directors or the Managing Director, each alone, or the members of the Board of Directors, two together. The Board of Directors may authorise employees of the Company or other persons to represent the Company, two together, or each separately together with a regular member of the Board of Directors.

 

Article 7 Financial year and auditor
The Company's financial year is 1 January - 31 December. The financial statements shall be delivered to the auditor by the end of March, and the auditor is to present the auditor's report to the Board of Directors one month after this.

One or two auditors can be chosen for the Company. If two auditors are elected, at least one auditor shall be a firm of independent public accountants approved by the Central Chamber of Commerce.

The term of the auditor is the financial year and his duties shall end at the close of the first Annual General Meeting following his election.

 

Article 8 Annual General Meeting
The shareholders' meeting shall be held in the Company's domicile or in Lahti, Vantaa or in Helsinki as decided by the Board of Directors of the Company.

The Annual General Meeting shall be held each year no later than 30 June and the agenda shall include:

  1.     opening of the meeting
  2.     election of a chairman of the meeting 
  3.     establishment of a quorum and of the legality of the meeting
  4.     election of scrutinizer of the minutes
  5.     presentation of financial statements, including
        consolidated financial statements, and an annual report
  6.     presentation of the auditor's report
  7.     approval of the financial statements
  8.     decision upon actions to be taken arising from the profit
        shown in the approved balance sheet
  9.     granting of discharge from liability to the Board of Directors and the Managing Director
  10.     decision upon the number of members of the Board of Directors
        and their emoluments as well as the fee for the auditor
  11.     election of the members of the Board of Directors
  12.     election of a regular auditor and a deputy auditor
  13.     handling of other business mentioned in the notice of the meeting
  14.     closing of the meeting

Article 9 Invitation to the General Meeting of Shareholders
Invitation to the General Meeting of Shareholders shall be published in the Company´s website no earlier than two (2) calendar months and no later than three (3) weeks prior to the meeting, but no later than nine (9) days before the record date of the General Meeting. The Board of Directors may also decide to publish the invitation to the General Meeting of Shareholders in a one Finnish national newspaper determined by the Board of Directors.

 

Article 10 Participation and voting rights
To be able to participate in a General Meeting, a shareholder must register with the Company no later than on the date mentioned in the notice of meeting, which may be no earlier than 10 days before the meeting.

Each share confers the right to one (1) vote in the General Meeting.

The Chairman of the meeting shall determine the method of carrying out a ballot.

 

Article 11 Preemptive purchase obligation
The obligation of a shareholder to redeem shares of shareholders entitled to redemption is governed by the provisions of Chapter 6, Section 10 of the Securities Markets Act.

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Key financial data

5 year history

Back to Key financial data EUR 1 000, Financial period 1.1.-31.12. 2016 IFRS 2015 IFRS 2014 IFRS 2013 IFRS 2012 IFRS Revenue 183,938 141,143 131,916 128,647 134,479 Change in revenue, % 30.3 7.0 -1.9 -4.3 12.6 EBIT from business operations 12,071 9,540 7,394 6,280 9,297 % of revenue 6.6 6.8 5.6 4.9 6.9 Operating profit (EBIT) 10,131 8,594 7,856 6,366 8,715 % of revenue 5.5 6.1 6.0 4.9 6.5 Profit before taxes and non-controlling interest 9,441 7,933 7,168 5,672 7,542 % of revenue 5.1 5.6 5.4 4.4 5.6 Profit for the financial year 7,604 6,189 6,147 4,390 5,585 Return on equity, % 17.4 19.5 22.7 17.5 24.8 ROCE, % 14.8 17.4 17.8 14.6 20.4 Equity ratio, % 40.0 37.8 39.5 35.9 32.4 Gross investments 34,269 9,867 3,565 2,344 9,508 % of revenue 18.6 7.0 2.7 1.8 7.1 Net gearing, % 55.9 41.6 56.5 73.4 62.8 Personnel, average 2,407 1,948 1,813 1,736 1,756 Personnel at year end 2,545 2,074 1,859 1,728 1,776 Wages and salaries 129,172 101,452 94,367 70,363 70,571   Back to Key financial data Read more

Consolidated statement of comprehensive income

Back to Key financial data EUR 1,000 Note 1.1.-31.12.2016   1.1.-31.12.2015   Revenue 7 183,938   141,143   Other operating income 9 517   309   Materials and services 12 -13,893   -7,918   Staff costs 13 -129,172   -101,452   Other operating expenses   -26,440   -20,384   Depreciation and amortization 20, 21 -4,818   -3,104   Operating profit (EBIT)   10,131 5.5% 8,594 6.1% Financial income 15 555   589   Financial expenses 16 -1,245   -1,251   Profit before taxes   9,441   7,933   Income taxes 18 -1,838   -1,744   Profit for the financial year   7,604   6,189   Other comprehensive income, that may be subsequently reclassified to profit or loss           Foreign subsidiary net investment hedge 4.1.1 103   -41   Currency translation differences   -1,157   650   Change in fair value of investments available-for-sale   -7   43   Tax from items, that may be subsequently reclassified to profit or loss 18 -19   0   Other comprehensive income for the year, net of tax   -1,080   652   Total comprehensive income for the year   6,524   6,841               Income attributable to           Equity holders of the parent company   7,436   6,122   Non-controlling interest   168   67       7,604   6,189   Total comprehensive income attributable to           Equity holders of the parent company   6,356   6,779   Non-controlling interest   168   62       6,524   6,841   Earnings per share calculated from the result attributable to equity holders of the parent company           Basic earnings per share, EUR 19 0.33   0,28*   Diluted earnings per share, EUR 19 0.33   0,28*     *Comparison period's earnings per share have been issue adjusted. The rights issue factor was 1.050. The notes are an integral part of the financial statements.     Back to Key financial data Read more

Consolidated statement of financial position

Back to Key financial data (EUR 1,000 ) Note 31/12/2016 31/12/2015 ASSETS       Non-current assets       Tangible assets 20 2,910 2,179 Goodwill 21 58,128 42,734 Other intangible assets 21 18,036 9,418 Investments available-for-sale 22 680 687 Other non-current receivables 36 41 54 Deferred tax assets 35 365 161 Non-current assets, total   80,159 55,232         Current assets       Inventory 24 255 0 Trade and other receivables 25 49,180 28,296 Current tax assets 26 139 177 Cash and cash equivalents 27 4,750 8,807 Current assets, total   54,324 37,281 TOTAL ASSETS   134,483 92,513         EQUITY AND LIABILITIES       Capital attributable to equity holders of the parent company       Share capital 28 5,000 5,000 Share premium account 28 6,701 6,701 Unrestricted equity fund 28 18,524 4,406 Own shares 28 -386 -949 Cumulative translation adjustment 28 -1,981 -863 Other reserves 28 219 225 Retained earnings 28 17,099 13,980 Profit for the financial year 28 7,436 6,122 Capital attributable to equity holders of the parent company, total   52,613 34,621 Non-controlling interest   165 -3 Equity, total   52,777 34,618         Non-current liabilities       Deferred tax liabilities 35 3,293 1,754 Financial liabilities 30 23,807 8,296 Other non-current liabilities 32 649 92 Non-current liabilities, total   27,750 10,142         Current liabilities       Financial liabilities 30 10,461 14,925 Trade and other payables 33 42,513 31,901 Current income tax liabilities 34 982 927 Current liabilities, total   53,956 47,753 Liabilities, total   81,706 57,895 TOTAL EQUITY AND LIABILITIES   134,483 92,513   The notes are an integral part of the financial statements.   Back to Key financial data Read more

Consolidated statement of cash flow

Back to Key financial data EUR 1,000 1.1.-31.12.2016 1.1.-31.12.2015 OPERATING CASH FLOW     Cash receipts from customers 174,644 138,557 Operating expenses paid -165,607 -126,897 Operating cash flow before financial items and taxes 9,037 11,659       Interest and payment paid for financial expenses -813 -636 Interest received 44 40 Income taxes paid -2,606 -1,131 Operating cash flow (A) 5,661 9,932       INVESTING CASH FLOW     Purchase of tangible and intangible assets -1,879 -1,621 Acquisition of subsidiaries -22,262 -1,907 Proceeds from contingent asset 215 0 Proceeds from sale of tangible and intangible assets 24 1 Proceeds from sale of investments 0 1 Purchase of investments -10 0 Loan receivables, decrease 45 1 Investing cash flow (B) -23,866 -3,526       Cash flow after investments (A+B) -18,204 6,406       FINANCING CASH FLOW     Share issue net of cost 13,937 0 Purchase of own shares -693 -75 Short-term loans, increase 11,685 2,567 Short-term loans, decrease -22,547 -8,687 Long-term loans, increase 20,601 10,000 Long-term loans, decrease -4,569 0 Payment of finance lease liabilities -1,184 -985 Dividend paid and other profit distribution -3,046 -2,981 Financing cash flow (C) 14,184 -160       Variation in cash (A+B+C) increase (+) / decrease (-) -4,020 6,246       Assets at the beginning of the financial period 8,807 2,575 Exchange gains or losses on cash and cash equivalents -37 -14 Assets at the end of the financial period 4,750 8,807   The notes are an integral part of the financial statements.   Back to Key financial data Read more

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