Close

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 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

Reports & presentations

Investor calendar

Share information

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

General meeting

Read more

Articles of association

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