Articles of association Back to Corporate governance Article 1 Business name and domicile The Company's business name is Etteplan Oyj, and it is domiciled in Espoo. 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 See more Key financial data See more 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 2020 2019 2018 2017 2016 Revenue 259,702 263,292 236,477 214,768 183,938 Change in revenue, % -1.4 11.3 10.1 16.8 30.3 Operating profit (EBITA) 26,172 25,964 22,555 17,387 12,070 % of revenue 10.1 9.9 9.5 8.1 6.6 Operating profit (EBIT) 22,380 22,819 20,184 15,484 10,131 % of revenue 8.6 8.7 8.5 7.2 5.5 Profit before taxes 21,080 21,924 19,396 14,745 9,441 % of revenue 8.1 8.3 8.2 6.9 5.1 Profit for the financial year 17,077 17,387 15,280 11,586 7,604 Return on equity, % 20.8 24.1 24.4 20.9 17.4 ROCE, % 16.0 19.9 21.3 17.8 14.8 Equity ratio, % 40.5 38.9 42.9 40.7 40.0 Gross investments 29,697 36,908 16,527 7,589 30,186 % of revenue 11.4 14.0 7.0 3.5 16.4 Net gearing, % 46.6 52.6 29.8 43.0 55.9 Personnel, average 3,320 3,305 2,995 2,711 2,407 Personnel at year end 3,267 3,447 3,055 2,802 2,545 Staff costs 177,301 172,520 156,183 144,965 129,172 Back to Key financial data Read more Consolidated statement of comprehensive income Back to Key financial data EUR 1,000 Jan 1 – Dec 31, 2020 Jan 1 – Dec 31, 2019 Revenue 259,702 263,292 Other operating income 3,622 2,582 Materials and services -23,317 -26,550 Staff costs -177,301 -172,520 Other operating expenses -22,300 -29,273 Depreciation and amortization -18,026 -14,712 Operating profit (EBIT) 22,380 8.6% 22,819 8.7% Financial income 422 695 Financial expenses -1,722 -1,590 Profit before taxes 21,080 21,924 Income taxes -4,003 -4,536 Profit for the financial year 17,077 17,387 Other comprehensive income, that may be reclassified to profit or loss Currency translation differences 1,415 -398 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 -7 -75 Other comprehensive income for the year, net of tax 1,409 -473 Total comprehensive income for the year 18,486 16,915 Profit for the financial year attributable to Equity holders of the parent company 17,077 17,387 Total comprehensive income attributable to Equity holders of the parent company 18,486 16,915 Earnings per share calculated from the profit attributable to equity holders of the parent company Basic earnings per share, EUR 0.69 0.70 Diluted earnings per share, EUR 0.69 0.70 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, 2020 Dec 31, 2019 ASSETS Non-current assets Goodwill 83,685 79,044 Other intangible assets 26,011 27,472 Tangible assets 25,698 17,264 Investments at fair value through other comprehensive income 378 387 Other non-current receivables 54 54 Deferred tax assets 493 259 Non-current assets, total 136,320 124,480 Current assets Inventory 336 313 Work in progress 17,764 22,498 Trade and other receivables 38,883 39,332 Current tax assets 208 401 Cash and cash equivalents 24,407 15,878 Current assets, total 81,598 78,421 TOTAL ASSETS 217,918 202,901 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 -124 -700 Cumulative translation adjustment -2,884 -4,299 Other reserves 101 108 Retained earnings 58,178 49,829 Equity, total 87,074 76,740 Non-current liabilities Deferred tax liabilities 6,502 6,481 Loans from financial institutions 12,900 24,900 Lease liabilities 8,608 8,216 Other non-current liabilities 27 27 Non-current liabilities, total 28,038 39,624 Current liabilities Loans from financial institutions 27,583 15,757 Lease liabilities 15,883 7,381 Advances received 2,770 5,378 Trade and other payables 54,608 55,588 Current income tax liabilities 1,962 2,433 Current liabilities, total 102,806 86,537 Liabilities, total 130,844 126,161 TOTAL EQUITY AND LIABILITIES 217,918 202,901 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, 2020 Jan 1 - Dec 31, 2019 OPERATING CASH FLOW Cash receipts from customers 267,784 263,365 Operating expenses paid -223,600 -225,189 Operating cash flow before financial items and taxes 44,184 38,176 Interest and payment paid for financial expenses -1,257 -1,192 Interest received 79 162 Income taxes paid -5,010 -4,262 Operating cash flow (A) 37,997 32,884 INVESTING CASH FLOW Purchase of tangible and intangible assets -1,639 -2,063 Acquisition of subsidiaries, net of cash acquired -5,885 -21,049 Proceeds from sale of tangible and intangible assets 30 81 Proceeds from sale of investments 0 215 Investing cash flow (B) -7,494 -22,816 Cash flow after investments (A+B) 30,503 10,068 FINANCING CASH FLOW Purchase of own shares 0 -519 Issue of new current loans 11,698 2,020 Repayments of current loans -12,217 -8,440 Issue of new non-current loans 0 13,500 Repayments of non-current loans -695 0 Payment of lease liabilities -12,131 -9,624 Dividend paid -8,682 -7,454 Financing cash flow (C) -22,028 -10,517 Variation in cash (A+B+C) increase (+) / decrease (-) 8,475 -449 Assets at the beginning of the financial period 15,878 16,115 Exchange gains or losses on cash and cash equivalents 55 212 Assets at the end of the financial period 24,407 15,878 The notes are an integral part of the Financial Statements. Back to Key financial data Read more Reports & presentations Browse reports and presentations Investor calendar Read more Share information See more Share information Share monitor Investment calculator Historical share prices Dividend and payment history Major shareholders Flaggings Etteplan Oyj's rights issue 2016 Share information Read more Share monitor Read more Investment calculator Read more Historical share prices Read more Dividend and payment history Read more Major shareholders Read more Flaggings Read more Etteplan Oyj's rights issue 2016 Read more Corporate governance See more General meeting Board of Directors Nomination and Remuneration Committee Audit Committee CEO and Management group Remuneration Risk management Insider management Transactions of managers Audit Communications General meeting Read more Board of Directors Read more Nomination and Remuneration Committee Read more Audit Committee The Board of Directors of Etteplan Oyj has appointed an Audit Committee among the Directors. The Board has confirmed the central duties and operating principles of the committee in a written charter. The Audit Committee reports regularly on its work to the Board. Read more CEO and Management group Read more Remuneration Read more Risk management Read more Insider management Read more Transactions of managers Read more Audit Read more Communications Read more Investor contacts & analyst coverage see more
