Annual General Meeting 2022

Annual General Meeting 2022 materials

Annual General Meeting 2022 Invitation:
AGM 2022 Invitation

Annual General Meeting 2022 Agenda:
AGM 2022 Agenda

Annual General Meeting 2022 Board proposals:
AGM 2022 Board proposals

Annual General Meeting 2022 Committee proposals:
AGM 2022 Committee proposals

Remuneration Report 2021:
Remuneration Report 2021

Annual General Meeting 2022 Power of Attorney template:
AGM 2022 Power of Attorney

Annual General Meeting 2022 Data protection description:
AGM 2022 Data protection description

Annual General Meeting 2022 Minutes (only in Finnish):
AGM 2022 Minutes (only in Finnish)

Resolutions of Etteplan Oyj’s Annual General Meeting of Shareholders

The Annual General Meeting of Etteplan Oyj (the “Company”) was held April 6, 2022, at Leonardo auditorium, Innopoli 1, Espoo, Finland.

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 2021.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.40 per share for the financial year 2021. 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, 2022 and the dividend shall be paid on April 19, 2022.

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 remain the same as previous year and shall be EUR 36,000 for each member of the Board and EUR 72,000 for the Chairman.

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

Audit 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 Matti Huttunen, Robert Ingman, Päivi Lindqvist, Leena Saarinen and Mikko Tepponen as members of the Board of Directors.

KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi 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 6, 2022 and ending on October 5, 2023. The authorization will replace the corresponding previous authorization.