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Annual General Meeting 2013

Etteplan Oyj’s Annual General meeting was held on March 27, 2013 starting at 1 p.m. at the premises of the Company in Vantaa at the address Ensimmäinen Savu, 01510 Vantaa, Finland.

 

Shareholder's right to put items on the agenda of the General Meeting

 

A shareholder has the right to put on the agenda of the general meeting items that fall within the competence of the general meeting by virtue of the Limited Liability Companies Act provided that the matter is presented in writing in time for it to be included in the notice convening the Meeting. A request is considered as having been received in good time if the Board of Directors has been notified of such a request on Thursday, February 7, 2013 at the latest. Such a request should be sent to the address: Etteplan Oyj, Board of Directors, Muovitie 1, 15860 Hollola, Finland.

 

Annual General Meeting 2013 materials:

 

Annual General Meeting 2013 Invitation: 
AGM_2013_Invitation.pdf

Annual General Meeting  2013 Board Proposals:
AGM_2013_Board_Proposals.pdf

Annual General Meeting 2013 Committee Proposals:
AGM_2013_Committee_Proposals.pdf

Annual Report 2012: 
Annual_Report_2012.pdf

Annual General Meeting 2013 Minutes (only in Finnish):
AGM_2013_Minutes_only_in_Finnish.pdf

 

 

Resolutions by Etteplan Oyj's Annual General Meeting 2013

 

The Annual General Meeting of Shareholders of Etteplan Oyj was held at the premises of the Company in Vantaa on March 27, 2013. The meeting was opened by Chairman of the Board of Directors Heikki Hornborg and chaired by Mika Oksanen, attorney-at-law.

The Annual General Meeting approved the Financial Statements for financial year 2012 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 0.15 per share is paid for the financial year 2012. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to the shareholders registered on the record date in the shareholders' register maintained by Euroclear Finland Ltd (formerly Finnish Central Securities Depository Ltd). The record date of the payment of dividend is April 3, 2013. The dividend shall be paid on April 10, 2013.

The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee that the Board of Directors consists of six members.

The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee that the remuneration of the Board of Directors is EUR 1,700 per month for each member of the Board and EUR 3,400 for the Chairman.

Additionally, the Annual General Meeting resolved the remuneration per meeting for the Board and its Committees as follows:

The Board of Directors

Chairman     EUR 1,200 per meeting
Members      EUR 600 per meeting

Nomination and Remuneration Committee

Chairman     EUR 1,200 per meeting
Members      EUR 600 per meeting

Working Committee

Chairman     EUR 1,000 per meeting
Members      EUR 1,000 per meeting

In accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee the Annual General Meeting re-elected the present members Tapio Hakakari, Heikki Hornborg, Robert Ingman, Pertti Nupponen, Satu Rautavalta and Teuvo Rintamäki to the Board.

The auditor elected was PricewaterhouseCoopers Oy, Authorized Public Accounting Firm, with Authorized Public Accountant Mr. Mika Kaarisalo as the main responsible auditor. The fee for the auditor is paid according to invoice approved by the Company.

The Annual General Meeting authorized the Board of Directors to resolve to repurchase Company’s own shares in one or more tranches using the Company’s unrestricted equity. A maximum of 2,000,000 Company shares may be repurchased. The Company may deviate from the obligation to repurchase shares in proportion to the shareholders' holdings, i.e., the Board has the right to decide on a directed repurchase of Company shares.

The authorization includes the right for the Board to resolve to repurchase the Company’s shares through a tender offer made to all shareholders on equal terms and conditions and at the price determined by the Board; or in public trading organized by the NASDAQ OMX Helsinki Ltd. at the market price valid at the time of purchase, so that the Company’s total holding of own shares does not exceed ten (10) per cent of all the shares in the Company. The minimum price for the shares to be repurchased is the lowest market price quoted for the share in public trading and, correspondingly, the maximum price is the highest market price quoted for the share in public trading during the validity of the authorization.

Should shares be repurchased in public trading, such shares will not be purchased in proportion to the current shareholders’ holdings. Thus, there must be a substantial financial reason for the Company to repurchase Company shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may as well be used for carrying out Company's incentive schemes for its personnel. The repurchased shares may be kept by the Company, invalidated or transferred onwards.

The repurchase of shares will reduce the non-restricted equity.

The authorization is valid for eighteen (18) months from the date of the resolution of the Annual General Meeting starting on March 27, 2013 and ending on September 26, 2014. The authorization will replace the corresponding previous authorization.

 

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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