Articles of association

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Article 1 Business name and domicile
The Company's business name is Etteplan Oyj, and it is domiciled in Vantaa.

Article 2 Field of operations
The Company's field of operations are design and consulting services as well as the production and sales of computer software.

Article 3 Book-entry system
The Company's shares shall belong to the book-entry system.

Article 4 Board of Directors
The Company's affairs shall be overseen by a Board of Directors comprised of three to seven members. The Board of Directors shall be elected for a term of one year at time at the Annual General Meeting.

Article 5 Managing Director
The Board shall appoint a Managing Director for the Company.

Article 6 Representation of a company
The Company shall be represented by the chairman of the Board of Directors or the Managing Director, each alone, or the members of the Board of Directors, two together. The Board of Directors may authorise employees of the Company or other persons to represent the Company, two together, or each separately together with a regular member of the Board of Directors.

Article 7 Financial year and auditor
The Company's financial year is 1 January - 31 December. The financial statements shall be delivered to the auditor by the end of March, and the auditor is to present the auditor's report to the Board of Directors one month after this.

One or two auditors can be chosen for the Company. If two auditors are elected, at least one auditor shall be a firm of independent public accountants approved by the Central Chamber of Commerce.

The term of the auditor is the financial year and his duties shall end at the close of the first Annual General Meeting following his election.

Article 8 Annual General Meeting
The shareholders' meeting shall be held in the Company's domicile or in Lahti, Vantaa or in Helsinki as decided by the Board of Directors of the Company.

The Annual General Meeting shall be held each year no later than 30 June and the agenda shall include:

opening of the meeting
election of a chairman of the meeting
establishment of a quorum and of the legality of the meeting
election of scrutinizer of the minutes
presentation of financial statements, including
consolidated financial statements, and an annual report
presentation of the auditor's report
approval of the financial statements
decision upon actions to be taken arising from the profit
shown in the approved balance sheet
granting of discharge from liability to the Board of Directors and the Managing Director
decision upon the number of members of the Board of Directors
and their emoluments as well as the fee for the auditor
election of the members of the Board of Directors
election of a regular auditor and a deputy auditor
handling of other business mentioned in the notice of the meeting
closing of the meeting

Article 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.

Article 10 Participation and voting rights
To be able to participate in a General Meeting, a shareholder must register with the Company no later than on the date mentioned in the notice of meeting, which may be no earlier than 10 days before the meeting.

Each share confers the right to one (1) vote in the General Meeting.

The Chairman of the meeting shall determine the method of carrying out a ballot.

Article 11 Preemptive purchase obligation
The obligation of a shareholder to redeem shares of shareholders entitled to redemption is governed by the provisions of Chapter 6, Section 10 of the Securities Markets Act.

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 2017 IFRS 2016 IFRS 2015 IFRS 2014 IFRS 2013 IFRS Revenue 214,768 183,938 141,143 131,916 128,647 Change in revenue, % 16.8 30.3 7.0 -1.9 -4.3 EBIT from business operations 17,163 12,071 9,540 7,394 6,280 % of revenue 8.0 6.6 6.8 5.6 4.9 Operating profit (EBIT) 15,484 10,131 8,594 7,856 6,366 % of revenue 7.2 5.5 6.1 6.0 4.9 Profit before taxes and non-controlling interest 14,745 9,441 7,933 7,168 5,672 % of revenue 6.9 5.1 5.6 5.4 4.4 Profit for the financial year 11,586 7,604 6,189 6,147 4,390 Return on equity, % 20.9 17.4 19.5 22.7 17.5 ROCE, % 17.8 14.8 17.4 17.8 14.6 Equity ratio, % 40.7 40.0 37.8 39.5 35.9 Gross investments 7,589 30,186 9,867 3,565 2,344 % of revenue 3.5 16.4 7.0 2.7 1.8 Net gearing, % 43.0 55.9 41.6 56.5 73.4 Personnel, average 2,711 2,407 1,948 1,813 1,736 Personnel at year end 2,802 2,545 2,074 1,859 1,728 Wages and salaries 144,965 129,172 101,452 94,367 70,363 Back to Key financial data Read more

Consolidated statement of comprehensive income

Back to Key financial data EUR 1,000 Note Jan 1 – Dec 31, 2017 Jan 1 – Dec 31, 2016 Revenue 7 214,768 183,938 Other operating income 9 446 517 Materials and services 12 -20,429 -13,893 Staff costs 13 -144,965 -129,172 Other operating expenses -29,021 -26,440 Depreciation and amortization 20, 21 -5,315 -4,818 Operating profit (EBIT) 15,484 7.2% 10,131 5.5% Financial income 15 538 555 Financial expenses 16 -1,277 -1,245 Profit before taxes 14,745 9,441 Income taxes 18 -3,160 -1,838 Profit for the financial year 11,586 7,604 Other comprehensive income, that may be subsequently reclassified to profit or loss Foreign subsidiary net investment hedge 4.1.1 0 103 Currency translation differences -727 -1,157 Change in fair value of investments available-for-sale 9 -6 Other comprehensive income for the year, net of tax 18 -718 -1,080 Total comprehensive income for the year 10,868 6,524 Profit for the financial year Equity holders of the parent company 11,470 7,436 Non-controlling interest 115 168 11,586 7,604 Total comprehensive income attributable to Equity holders of the parent company 10,759 6,356 Non-controlling interest 108 168 10,868 6,524 Earnings per share calculated from the profit attributable to equity holders of the parent company Basic earnings per share, EUR 19 0.47 0.33 Diluted earnings per share, EUR 19 0.47 0.33 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 Dec 31, 2017 Dec 31, 2016 ASSETS Non-current assets Tangible assets 20 3,524 2,910 Goodwill 21 59,014 58,128 Other intangible assets 21 17,875 18,036 Investments available-for-sale 22 691 680 Other non-current receivables 36 88 41 Deferred tax assets 35 79 365 Non-current assets, total 81,270 80,159 Current assets Inventory 24 250 255 Trade and other receivables 25 52,507 49,180 Current tax assets 26 326 139 Cash and cash equivalents 27 10,074 4,750 Current assets, total 63,157 54,324 TOTAL ASSETS 144,427 134,483 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 18,524 Own shares 28 -80 -386 Cumulative translation adjustment 28 -2,701 -1,981 Other reserves 28 228 219 Retained earnings 28 18,780 17,099 Profit for the financial year 28 11,470 7,436 Capital attributable to equity holders of the parent company, total 57,923 52,613 Non-controlling interest 37 0 165 Equity, total 57,923 52,777 Non-current liabilities Deferred tax liabilities 35 3,442 3,293 Interest-bearing liabilities 30 19,634 23,807 Other non-current liabilities 32 700 649 Non-current liabilities, total 23,776 27,750 Current liabilities Interest-bearing liabilities 30 15,329 10,461 Trade and other payables 33 45,724 42,513 Current income tax liabilities 34 1,675 982 Current liabilities, total 62,728 53,956 Liabilities, total 86,504 81,706 TOTAL EQUITY AND LIABILITIES 144,427 134,483 The notes are an integral part of the financial statements. Back to Key financial data Read more

Consolidated statement of cash flows

Back to Key financial data EUR 1,000 Note Jan 1 - Dec 31, 2017 Jan 1 - Dec 31, 2016 OPERATING CASH FLOW Cash receipts from customers 211,280 174,644 Operating expenses paid -189,949 -165,607 Operating cash flow before financial items and taxes 21,331 9,037 Interest and payment paid for financial expenses 16 -773 -813 Interest received 15 55 44 Income taxes paid 18 -2,359 -2,606 Operating cash flow (A) 18,254 5,661 INVESTING CASH FLOW Purchase of tangible and intangible assets 20, 21 -2,105 -1,879 Acquisition of subsidiaries, net of cash acquired 5 -3,108 -22,262 Proceeds from contingent asset 9 0 215 Proceeds from sale of tangible and intangible assets 9 26 24 Purchase of investments 25 0 -10 Loan receivables, decrease 25 0 45 Investing cash flow (B) -5,187 -23,866 Cash flow after investments (A+B) 13,067 -18,204 FINANCING CASH FLOW Share issue net of cost 28 0 13,937 Purchase of own shares 28 -262 -693 Acquisition of non-controlling interest 37 -1,696 0 Short-term loans, increase 30 607 11,685 Short-term loans, decrease 30 -5,855 -22,547 Long-term loans, increase 30 5,000 20,601 Long-term loans, decrease 30 0 -4,569 Payment of finance lease liabilities 30,31 -1,642 -1,184 Dividend paid and other profit distribution 28 -3,930 -3,046 Financing cash flow (C) -7,777 14,184 Variation in cash (A+B+C) increase (+) / decrease (-) 5,290 -4,020 Assets at the beginning of the financial period 4,750 8,807 Exchange gains or losses on cash and cash equivalents 35 -37 Assets at the end of the financial period 27 10,074 4,750 The notes are an integral part of the financial statements. Back to Key financial data Read more