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Annual General Meeting 2014

Etteplan Oyj’s Annual General Meeting was held on March 26, 2014 starting at 1.00 p.m. at the premises of the Company at the address Ensimmäinen Savu, 01510 Vantaa, Finland. 

 

Annual General Meeting 2014 materials:

 

Annual General Meeting 2014 Invitation:
AGM_2014_Invitation.pdf

Annual General Meeting 2014 Board Proposals:
AGM_2014_Board_Proposals.pdf

Annual General Meeting 2014 Committee Proposals: 
AGM_2014_Committee_Proposals.pdf

Annual General Meeting 2014 Board member candidate, von Essen:
AGM_2014_Board_member_candidate_von_Essen.pdf

Annual Report 2013:
Annual_Report_2013.pdf

Annual General Meeting 2014 Minutes (only in Finnish):
AGM_2014_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 at the premises of the Company in Vantaa on March 26, 2014. The meeting was opened by Chairman of the Board of Directors Robert Ingman and chaired by Mika Oksanen, attorney-at-law.

The Annual General Meeting approved the Financial Statements for financial year 2013 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 0.11 per share is paid for the financial year 2013. 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, 2014. The dividend shall be paid on April 7, 2014.

The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee that the Board of Directors consists of five members.

The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee that the remuneration of the Board of Directors is EUR 1,700 per month for each member of the Board and EUR 3,400 for the Chairman.

Additionally, the Annual General Meeting resolved the remuneration per meeting for the Board and its Committees 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 Board of Directors’ Nomination and Remuneration Committee the Annual General Meeting re-elected the present members Robert Ingman, Pertti Nupponen, Teuvo Rintamäki and Leena Saarinen and elected Patrick von Essen as a new member to the Board.

The auditors elected were PricewaterhouseCoopers Oy, Authorized Public Accounting Firm, with Authorized Public Accountant Mr. Mika Kaarisalo as the main responsible auditor and Certified Auditor Olli Wesamaa. The fee for the auditor is paid according to invoice approved by the Company.


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

The authorization includes the right for the Board to resolve to repurchase Company 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 Company shares in public trading and, correspondingly, the maximum price is the highest market price quoted for the Company shares in public trading during the validity of the authorization.

Should Company shares be repurchased in public trading, such shares will not be purchased in proportion to the current shareholders’ holdings. Thus, there must be a substantial financial reason for the Company to repurchase Company 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 kept by the Company, invalidated or transferred onwards.

The repurchase of shares will reduce the non-restricted equity.

The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on March 26, 2014 and ending on September 25, 2015. The authorization will replace the corresponding previous authorization.

The Annual General Meeting resolved, in accordance with proposal of the Board of Directors, to authorize the Board of Directors to decide to issue a 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 the 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 valid for 2 years from the date of the resolution of the Annual General Meeting starting on March 26, 2014 and ending on March 25, 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 5, 2014 at the latest. Such a request should be sent to the address: Etteplan Oyj, Board of Directors, Muovitie 1, 15860 Hollola, Finland.

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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