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Annual General Meeting 2010

Annual General Meeting 2010 materials:

 

Annual General Meeting 2010 Board Proposals:
AGM_2010_Board_Proposals.pdf

Annual General Meeting 2010 Minutes (only in Finnish):
AGM_2010_Minutes_only_in_Finnish.pdf

 

RESOLUTIONS BY ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

The Annual General Meeting of Shareholders of Etteplan Oyj was held today, March
24, 2010 at premises of the Company in Vantaa. The meeting was opened by
Chairman of the Board of Directors Heikki Hornborg and chaired by Mika
Ståhlberg, attorney-at-law.

The Annual General Meeting approved the Financial Statements for financial year
2009 and discharged members of the Board of Directors and the CEO from
liability.

The Annual General Meeting passed a resolution, in accordance with the proposal
of the Board of Directors, that a dividend of EUR 0.04 per share be paid from
the financial year 2009. The remaining funds shall be left to the unrestricted
equity. The dividend will be paid to the shareholders registered in the
shareholders' register maintained by Euroclear Finland Ltd (formerly Finnish
Central Securities Depository Ltd) as the record date. The record date of the
payment of dividend is March 29, 2010. The dividend shall be paid on April 7,
2010.

The Annual General Meeting passed a resolution, in accordance with the proposal
of the Board of Directors, that six members be elected to the seats of the Board
of Directors. Additionally, the Annual General Meeting resolved the remuneration
of the members of the Board of Directors to be EUR 600 per meeting and the
remuneration for the Chairman of the Board to be EUR 1,200 per meeting as well
as the remuneration of the Board of Directors to be EUR 1,300 per month for the
member of the Board and EUR 2,600 for the Chairman of the Board.

In accordance with the proposal of the Board of Directors´ Nomination and
Compensation Committee Tapio Hakakari, Heikki Hornborg, Robert Ingman and Pertti
Nupponen were re-elected as members of the Board of Directors as well as Satu
Rautavalta and Teuvo Rintamäki were elected as new members of the Board of
Directors.

The auditor elected was PricewaterhouseCoopers Oy, Authorized Public Accounting
Firm with Authorized Public Accountant Mr Mika Kaarisalo as the main responsible
auditor. The fees for the auditor are paid according to invoice by the
principles approved by the Board of Directors.

The Annual General Meeting authorized the Board of Directors to decide to issue
maximum of 4,000,000 shares through issuance of shares, option rights or other
special rights entitling to shares under Chapter 10, Section 1 of the Companies
Act in one or more issues. The authorization includes a right to issue new
shares or assign company's own shares held by the company.

The authorization includes a right to deviate from the existing shareholders'
pre-emptive subscription right as set forth in the Companies Act Chapter 9,
Section 3. Therefore, the Board of Directors has a right to direct the share
issue or issuance of option rights or other special rights entitling to shares.
The authorization includes also a right to determine on all the terms of share
issue, option rights or other special rights entitling to shares. The
authorization includes therefore a right to determine on share subscription
prices, persons entitled to subscribe the shares and other terms and conditions
applicable to the subscription. In order to deviate from the shareholders'
pre-emptive subscription right, the company must have a substantial financial
reason such as financing of a company acquisition, other arrangement in
connection with the development of the company's business or equity or an
incentive scheme to the personnel. In connection of the share issuance the Board
of Directors is entitled to decide that the shares may be subscribed against
contribution in kind or otherwise under special terms and conditions. The
authorization includes a right to determine whether the subscription price will
be entered into the share capital or into the reserve of invested non-restricted
equity.

The authorization is effective for a period of five (5) years from the
resolution of the Annual General Meeting, i.e. from March 24, 2010 to March 24,
2015. The authorisation shall replace the previous authorization granted to the
Board of Directors.

The Annual General Meeting resolved, in accordance with proposal of the Board of
Directors, to grant the Board the authority to acquire the company's own shares
in one or more lots using the company's unrestricted equity. A maximum of
2,000,000 of the company's own shares can be acquired. The Board of Directors
shall have the right to decide who the shares are acquired from or, the Board of
Directors has the right to decide on a directed acquisition of own shares.

The authorization includes the right to decide the acquiring 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 of Directors or in public
trading organized by the NASDAQ OMX Helsinki at the market price valid at any
given time so that the company's holdings of combined own shares is maximum of
ten (10) per cent of all the company's shares. The minimum price for the shares
to be acquired is the lowest market price quoted for a share in public trading
during the validity of the authorization and, correspondingly, the maximum price
is the highest market price quoted for a share in public trading during the
validity of the authorization.

If the shares are acquired in public trading, the shares will not be acquired in
proportion of the current shareholdings. Thus, there must be a substantial
financial reason from the company's point of view for the acquisition of the own
shares. The shares may be acquired in order to be used as consideration in
potential company acquisitions or in other structural arrangements. The shares
may be used as well for carrying out company's incentive scheme provided to the
personnel. The acquired shares may be kept by the company, invalidated or
assigned onwards.

Acquiring will reduce the non-restricted equity.

The authorization is valid for 18 months from the date of the decision of the
Annual General Meeting starting on March 24, 2010 and ending on September 24,
2011. The authorization shall replace the previous authorization.

The Board of Directors adopted a resolution to amend the articles of
association's paragraph 9 as follows:

"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."

Hollola, March 24, 2010

Etteplan Oyj

BOARD OF DIRECTORS

Reasons to invest in us

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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