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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 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

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