Nomination and remuneration committee

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The Board of Directors of Etteplan Oyj has a Nomination and Remuneration Committee. The Board carries out the duties assigned for the Audit Committee since the Company does not have an Audit Committee.

Nomination and Remuneration Committee

The Board of Directors of Etteplan Oyj has appointed a Nomination and Remuneration Committee among the Directors. The Board has confirmed the central duties and operating principles of the committee in a written charter. The Nomination and Remuneration Committee reports regularly on its work to the Board.

Charter of the Nomination and Remuneration Committee: Charter_of_the_Nomination_and_Remuneration_Committee.pdf

The task of the Nomination and Remuneration Committee is to assist the Board of Directors in matters related to the appointment and compensation of the Company's CEO and other executives. In addition, the committee prepares for the Annual General Meeting a proposal on the number of Board members, Board composition and Board member compensation. The committee also recommends, prepares and proposes to the Board the CEO’s and the deputy CEO’s nomination, salary and compensation, and further evaluates and provides the Board and the CEO with recommendations concerning management and employees rewards and compensation systems.

The committee consists of three members of the Board of Directors. It convenes on a regular basis at least once a year. The Committee Chairman provides the Board with the proposals made by the committee.

Since the Annual General Meeting of 2019, Leena Saarinen has acted as the Chairman of the Nomination and Remuneration Committee and Robert Ingman and Matti Huttunen as members of the Committee. All members of the Committee are independent of the Company.

The Nomination and Remuneration Committee met 3 times during 2018. The Committee members participated in the meetings as follows: Patrick von Essen, Robert Ingman and Leena Saarinen in 3 meetings.

Reasons to invest in us

Key financial data

5 year history

Consolidated statement of comprehensive income

Consolidated statement of financial position

Consolidated statement of cash flows

5 year history

Back to Key financial data EUR 1,000, Financial period Jan 1 – Dec 31 2018 IFRS 2017 IFRS 2016 IFRS 2015 IFRS 2014 IFRS Revenue 236,477 214,768 183,938 141,143 131,916 Change in revenue, % 10.1 16.8 30.3 7.0 -1.9 Operating profit (EBITA) 22,555 17,387 12,070 9,540 8,933 % of revenue 9.5 8.1 6.6 6.8 6.8 Operating profit (EBIT) 20,184 15,484 10,131 8,594 7,856 % of revenue 8.5 7.2 5.5 6.1 6.0 Profit before taxes and non-controlling interest 19,396 14,745 9,441 7,933 7,168 % of revenue 8.2 6.9 5.1 5.6 5.4 Profit for the financial year 15,280 11,586 7,604 6,189 6,147 Return on equity, % 24.4 20.9 17.4 19.5 22.7 ROCE, % 21.3 17.8 14.8 17.4 17.8 Equity ratio, % 42.9 40.7 40.0 37.8 39.5 Gross investments 16,527 7,589 30,186 9,867 3,565 % of revenue 7.0 3.5 16.4 7.0 2.7 Net gearing, % 29.8 43.0 55.9 41.6 56.5 Personnel, average 2,995 2,711 2,407 1,948 1,813 Personnel at year end 3,055 2,802 2,545 2,074 1,859 Wages and salaries 156,183 144,965 129,172 101,452 94,367 Back to Key financial data Mehr erfahren

Consolidated statement of comprehensive income

Back to Key financial data EUR 1,000 Note Jan 1 – Dec 31, 2018 Jan 1 – Dec 31, 2017 Revenue 7 236,477 214,768 Other operating income 8 1,172 446 Materials and services 10 -21,822 -20,429 Staff costs 11 -156,183 -144,965 Other operating expenses 12 -33,667 -29,021 Depreciation and amortization 19,20 -5,792 -5,315 Operating profit (EBIT) 20,184 8.5% 15,484 7.2% Financial income 14 791 538 Financial expenses 15 -1,580 -1,277 Profit before taxes 19,396 14,745 Income taxes 17 -4,116 -3,160 Profit for the financial year 15,280 11,586 Other comprehensive income, that may be reclassified to profit or loss Currency translation differences -1,200 -727 Other comprehensive income, that will not be reclassified to profit or loss Change in fair value of investments available-for-sale 0 9 Change in fair value of equity investments at fair value through other comprehensive income 3 0 Other comprehensive income for the year, net of tax 17 -1,197 -718 Total comprehensive income for the year 14,083 10,868 Profit for the financial year attributable to Equity holders of the parent company 15,280 11,470 Non-controlling interest 0 115 15,280 11,586 Total comprehensive income attributable to Equity holders of the parent company 14,083 10,759 Non-controlling interest 0 108 14,083 10,868 Earnings per share calculated from the profit attributable to equity holders of the parent company Basic earnings per share, EUR 18 0.62 0.47 Diluted earnings per share, EUR 18 0.62 0.47 The notes are an integral part of the financial statements. Back to Key financial data Mehr erfahren

Consolidated statement of financial position

Back to Key financial data EUR 1,000 Note Dec 31, 2018 Dec 31, 2017 ASSETS Non-current assets Goodwill 22 65,165 59,014 Other intangible assets 19 20,856 17,875 Tangible assets 20 4,065 3,524 Investments available-for-sale 21 0 691 Investments at fair value through other comprehensive income 21 695 0 Other non-current receivables 54 88 Deferred tax assets 31 161 79 Non-current assets, total 90,995 81,270 Current assets Inventory 23 362 250 Work in progress 7 20,503 19,246 Trade and other receivables 24 32,367 33,260 Current tax assets 223 326 Cash and cash equivalents 16,115 10,074 Current assets, total 69,569 63,157 TOTAL ASSETS 160,564 144,427 EQUITY AND LIABILITIES Equity Share capital 25 5,000 5,000 Share premium account 25 6,701 6,701 Unrestricted equity fund 25 20,101 18,524 Own shares 25 -452 -80 Cumulative translation adjustment 25 -3,901 -2,701 Other reserves 25 231 228 Retained earnings 25 24,567 18,780 Profit for the financial year 25 15,280 11,470 Equity, total 67,527 57,923 Non-current liabilities Deferred tax liabilities 31 4,518 3,442 Interest-bearing liabilities 27 24,105 19,634 Other non-current liabilities 29 2,036 700 Non-current liabilities, total 30,659 23,776 Current liabilities Interest-bearing liabilities 27 12,147 15,329 Advances received 7 3,064 2,057 Trade and other payables 30 45,386 43,667 Current income tax liabilities 1,782 1,675 Current liabilities, total 62,378 62,728 Liabilities, total 93,037 86,504 TOTAL EQUITY AND LIABILITIES 160,564 144,427 The notes are an integral part of the financial statements. Back to Key financial data Mehr erfahren

Consolidated statement of cash flows

Back to Key financial data EUR 1,000 Note Jan 1 - Dec 31, 2018 Jan 1 - Dec 31, 2017 OPERATING CASH FLOW Cash receipts from customers 239,983 211,280 Operating expenses paid -212,081 -189,949 Operating cash flow before financial items and taxes 27,903 21,331 Interest and payment paid for financial expenses 15 -956 -773 Interest received 14 59 55 Income taxes paid 17 -3,950 -2,359 Operating cash flow (A) 23,055 18,254 INVESTING CASH FLOW Purchase of tangible and intangible assets 19, 20 -1,752 -2,105 Acquisition of subsidiaries, net of cash acquired 5 -8,262 -3,108 Proceeds from sale of tangible and intangible assets 8 21 26 Proceeds from sale of investments 1 0 Investing cash flow (B) -9,992 -5,187 Cash flow after investments (A+B) 13,063 13,067 FINANCING CASH FLOW Purchase of own shares 25 -516 -262 Expenses paid for directed share issue -7 0 Acquisition of non-controlling interest 0 -1,696 Issue of new current loans 27 3,559 607 Repayments of current loans 27 -24,743 -5,855 Issue of new non-current loans 27 22,102 5,000 Payment of finance lease liabilities 27, 28 -1,765 -1,642 Dividend paid 25 -5,684 -3,930 Financing cash flow (C) -7,054 -7,777 Variation in cash (A+B+C) increase (+) / decrease (-) 6,009 5,290 Assets at the beginning of the financial period 10,074 4,750 Exchange gains or losses on cash and cash equivalents 32 35 Assets at the end of the financial period 16,115 10,074 The notes are an integral part of the financial statements. Back to Key financial data Mehr erfahren