Annual General Meeting 2013

Etteplan Oyj’s Annual General meeting was held on March 27, 2013 starting at 1 p.m. at the premises of the Company in Vantaa at the address Ensimmäinen Savu, 01510 Vantaa, Finland.

 

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 Thursday, February 7, 2013 at the latest. Such a request should be sent to the address: Etteplan Oyj, Board of Directors, Muovitie 1, 15860 Hollola, Finland.

Materials:

Invitation to the Annual General Meeting 2013

Etteplan AGM 2013 Board proposals 

Etteplan AGM 2013 Committee proposals

Etteplan's Annual Report 2012

 

Minutes of the Annual General Meeting 2013 (only in Finnish)

 

Resolutions by Etteplan Oyj's Annual General Meeting 2013

The Annual General Meeting of Shareholders of Etteplan Oyj was held at the premises of the Company in Vantaa on March 27, 2013. The meeting was opened by Chairman of the Board of Directors Heikki Hornborg and chaired by Mika Oksanen, attorney-at-law.

The Annual General Meeting approved the Financial Statements for financial year 2012 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 0.15 per share is paid for the financial year 2012. 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 April 3, 2013. The dividend shall be paid on April 10, 2013.

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 six 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

Working Committee

Chairman     EUR 1,000 per meeting
Members      EUR 1,000 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 Tapio Hakakari, Heikki Hornborg, Robert Ingman, Pertti Nupponen, Satu Rautavalta and Teuvo Rintamäki to the Board.

The auditor elected was PricewaterhouseCoopers Oy, Authorized Public Accounting Firm, with Authorized Public Accountant Mr. Mika Kaarisalo as the main responsible auditor. 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 the Company’s 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 the time of purchase, 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 share in public trading and, correspondingly, the maximum price is the highest market price quoted for the share in public trading during the validity of the authorization.

Should 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 eighteen (18) months from the date of the resolution of the Annual General Meeting starting on March 27, 2013 and ending on September 26, 2014. The authorization will replace the corresponding previous authorization.