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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:

  1.     opening of the meeting
  2.     election of a chairman of the meeting 
  3.     establishment of a quorum and of the legality of the meeting
  4.     election of scrutinizer of the minutes
  5.     presentation of financial statements, including
        consolidated financial statements, and an annual report
  6.     presentation of the auditor's report
  7.     approval of the financial statements
  8.     decision upon actions to be taken arising from the profit
        shown in the approved balance sheet
  9.     granting of discharge from liability to the Board of Directors and the Managing Director
  10.     decision upon the number of members of the Board of Directors
        and their emoluments as well as the fee for the auditor
  11.     election of the members of the Board of Directors
  12.     election of a regular auditor and a deputy auditor
  13.     handling of other business mentioned in the notice of the meeting
  14.     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.

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Key financial data

5 year history

Back to Key financial data EUR 1,000, Financial period Jan 1 – Dec 31 2019 2018 2017 2016 2015 Revenue 263,292 236,477 214,768 183,938 141,143 Change in revenue, % 11.3 10.1 16.8 30.3 7.0 Operating profit (EBITA) 25,964 22,555 17,387 12,070 9,540 % of revenue 9.9 9.5 8.1 6.6 6.8 Operating profit (EBIT) 22,819 20,184 15,484 10,131 8,594 % of revenue 8.7 8.5 7.2 5.5 6.1 Profit before taxes and non-controlling interest  21,924 19,396 14,745 9,441 7,933 % of revenue 8.3 8.2 6.9 5.1 5.6 Profit for the financial year 17,387 15,280 11,586 7,604 6,189 Return on equity, % 24.1 24.4 20.9 17.4 19.5 ROCE, % 19.9 21.3 17.8 14.8 17.4 Equity ratio, % 38.9 42.9 40.7 40.0 37.8 Gross investments 36,908 16,527 7,589 30,186 9,867 % of revenue 14.0 7.0 3.5 16.4 7.0 Net gearing, % 52.6 29.8 43.0 55.9 41.6 Personnel, average 3,305 2,995 2,711 2,407 1,948 Personnel at year end 3,447 3,055 2,802 2,545 2,074 Staff costs 172,520 156,183 144,965 129,172 101,452   Back to Key financial data Read more

Consolidated statement of comprehensive income

Back to Key financial data   EUR 1,000 Jan 1 – Dec 31, 2019   Jan 1 – Dec 31, 2018   Revenue 263,292   236,477   Other operating income 2,582   1,172   Materials and services -26,550   -21,822   Staff costs -172,520   -156,183   Other operating expenses -29,273   -33,667   Depreciation and amortization -14,712   -5,792   Operating profit (EBIT) 22,819 8.7% 20,184 8.5% Financial income 695   791   Financial expenses -1,590   -1,580   Profit before taxes 21,924   19,396   Income taxes -4,536   -4,116   Profit for the financial year 17,387   15,280   Other comprehensive income, that may be reclassified to profit or loss         Currency translation differences -398   -1,200   Other comprehensive income, that will not be reclassified to profit or loss         Change in fair value of equity investments at fair value through other comprehensive income -75   3   Other comprehensive income for the year, net of tax -473   -1,197   Total comprehensive income for the year 16,915   14,083             Profit for the financial year attributable to         Equity holders of the parent company 17,387   15,280   Total comprehensive income attributable to         Equity holders of the parent company 16,915   14,083   Earnings per share calculated from the profit attributable to equity holders of the parent company         Basic earnings per share, EUR 0.70   0.62   Diluted earnings per share, EUR 0.70   0.62     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  Dec 31, 2019 Dec 31, 2018 ASSETS     Non-current assets     Goodwill 79,044 65,165 Other intangible assets 27,472 20,856 Tangible assets 17,264 4,065 Investments at fair value through other comprehensive income 387 695 Other non-current receivables 54 54 Deferred tax assets 259 161 Non-current assets, total 124,480 90,995       Current assets     Inventory 313 362 Work in progress 22,498 20,503 Trade and other receivables 39,332 32,367 Current tax assets 401 223 Cash and cash equivalents 15,878 16,115 Current assets, total 78,421 69,569 TOTAL ASSETS 202,901 160,564       EQUITY AND LIABILITIES     Equity     Share capital 5,000 5,000 Share premium account 6,701 6,701 Unrestricted equity fund 20,101 20,101 Own shares -700 -452 Cumulative translation adjustment -4,299 -3,901 Other reserves 108 231 Retained earnings 32,441 24,567 Profit for the financial year 17,387 15,280 Equity, total 76,740 67,527       Non-current liabilities     Deferred tax liabilities 6,481 4,518 Interest-bearing liabilities 33,116 24,105 Other non-current liabilities 27 2,036 Non-current liabilities, total 39,624 30,659       Current liabilities     Interest-bearing liabilities 23,139 12,147 Advances received 5,378 3,064 Trade and other payables 55,588 45,386 Current income tax liabilities 2,433 1,782 Current liabilities, total 86,537 62,378 Liabilities, total 126,161 93,037 TOTAL EQUITY AND LIABILITIES 202,901 160,564   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 Jan 1 - Dec 31, 2019 Jan 1 - Dec 31, 2018 OPERATING CASH FLOW     Cash receipts from customers 263,365 239,983 Operating expenses paid -225,189 -212,081 Operating cash flow before financial items and taxes 38,176 27,903       Interest and payment paid for financial expenses -1,192 -956 Interest received 162 59 Income taxes paid -4,262 -3,950 Operating cash flow (A) 32,884 23,055       INVESTING CASH FLOW     Purchase of tangible and intangible assets -2,063 -1,752 Acquisition of subsidiaries, net of cash acquired -21,049 -8,262 Proceeds from sale of tangible and intangible assets 81 21 Proceeds from sale of investments 215 1 Investing cash flow (B) -22,816 -9,992       Cash flow after investments (A+B) 10,068 13,063       FINANCING CASH FLOW     Purchase of own shares -519 -516 Expenses paid for directed share issue 0 -7 Issue of new current loans 2,020 3,559 Repayments of current loans -8,440 -24,743 Issue of new non-current loans 13,500 22,102 Payment of finance lease liabilities -9,624 -1,765 Dividend paid -7,454 -5,684 Financing cash flow (C) -10,517 -7,054       Variation in cash (A+B+C) increase (+) / decrease (-) -449 6,009       Assets at the beginning of the financial period 16,115 10,074 Exchange gains or losses on cash and cash equivalents 212 32 Assets at the end of the financial period 15,878 16,115   The notes are an integral part of the Financial Statements.   Back to Key financial data Read more

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