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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 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

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