Annual General Meeting 2019

Etteplan Oyj’s Annual General Meeting of Shareholders was held on Thursday, April 4th, 2019 at 10:00 a.m. at Etteplan premises in Vantaa, Finland.

Annual General Meeting 2019 materials

Annual General Meeting 2019 Invitation:
AGM_2019_invitation.pdf

Annual General Meeting 2019  Board Proposals: 
AGM_2019_Board_proposals.pdf

Annual General Meeting 2019 Committee Proposals: 
AGM_2019_Committee_proposals.pdf

Annual General Meeting 2019 Agenda: 
AGM_2019_Agenda.pdf

Annual General Meeting 2019 Data Protection notice:
AGM_2019_Data_Protection_notice.pdf

Annual General Meeting 2019 Minutes (only in Finnish):
AGM_2019_Minutes_only_in_Finnish.pdf

Resolutions of Etteplan Oyj's Annual General Meeting of Shareholders

The Annual General Meeting of Etteplan Oyj (the “Company”) was held on April 4, 2019, at the premises of the Company in Vantaa.

The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2018.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0,30 per share for the financial year 2018. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to shareholders registered on the record date in the Company’s shareholders' register maintained by Euroclear Finland Ltd. The record date of the payment of dividend is April 8, 2019 and the dividend shall be paid on April 15, 2019.

In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of five members.

In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the annual remuneration of the Board of Directors be increased so that EUR 36,000 be paid for each member of the Board and EUR 72,000 be paid for the Chairman.

Additionally, the Annual General Meeting resolved on the remuneration of the Board of Directors and its Nomination and Remuneration Committee per meeting 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

In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Cristina Andersson, Matti Huttunen, Robert Ingman, Leena Saarinen and Mikko Tepponen as members of the Board of Directors.

KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Ari Eskelinen as the main responsible auditor, was elected as the Company’s auditor. The auditor’s fees were resolved to be paid according to invoice approved by the Company.

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

The authorization includes the right for the Board to resolve on the repurchase 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, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, 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 shares in the Company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the Company in public trading during the validity of the authorization.

Should the shares in the Company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case there must be a weighty financial reason for the Company to repurchase its own 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 retained by the Company, invalidated or transferred further.

The repurchase of the Company's own shares will reduce the non-restricted equity of the Company.

The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on April 4, 2019 and ending on October 4, 2020. The authorization will replace the corresponding previous authorization.

The Annual General Meeting authorized the Board of Directors to resolve on the issuance of a maximum of 2,500,000 shares through issuance of shares, option rights or other special rights entitling to shares under Chapter 10, Section 1 of the Finnish 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 Chapter 9, Section 3 of the Finnish Companies Act. Therefore, the Board of Directors has a right to direct the share issue, or issuance of the 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 valid for two (2) years from the date of the resolution of the Annual General Meeting starting on April 4, 2019 and ending on April 4, 2021.