Invitation to Etteplan Oyj's Annual General Meeting of Shareholders Stock exchange release - Published: 12.02.2014 - 14:30:00 Back to Releases ETTEPLAN OYJ, STOCK EXCHANGE RELEASE, FEBRUARY 12, 2014, AT 2.30 P.M. ETTEPLAN OYJ, STOCK EXCHANGE RELEASE, FEBRUARY 12, 2014, AT 2.30 P.M. INVITATION TO ETTEPLAN OYJ’S ANNUAL GENERAL MEETING OF SHAREHOLDERS The shareholders of Etteplan Oyj (“Company”) are invited to the Annual General Meeting of Shareholders. The Meeting will be held on March 26, 2014 starting at 1.00 p.m. at the premises of the Company at the address Ensimmäinen Savu, 01510 Vantaa, Finland. The reception of the persons who have registered in for the Meeting will commence at 12.30 p.m. A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING: 1. Opening of the Meeting 2. Election of the Chairman of the Meeting 3. Recording the legality of the Meeting and quorum 4. Election of person to scrutinize the minutes and persons to supervise the counting of votes 5. Adoption of the list of votes 6. Presentation of the financial statements for 2013, including consolidated financial statements, and Annual Report Review by the President and CEO 7. Presentation of the Auditor’s report 8. Adoption of the financial statements of the parent company and consolidated financial statements 9. Resolution on the use of the profit shown on the balance sheet and the payment of the dividend The Board proposes to the Annual General Meeting that a dividend of EUR 0.11 per share would be paid for the financial year 2013. 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 would be March 31, 2014. The dividend is proposed to be paid on April 7, 2014. 10. Resolution on the discharge from liability of members of the Board of Directors as well as the President and CEO 11. Resolution on the number of members of the Board of Directors as well as resolution on the remuneration of the members of the Board of Directors and the Auditor The Nomination and Remuneration Committee of the Board of Directors proposes to the Annual General Meeting that the Board of Directors would consist of five members. The Nomination and Remuneration Committee of the Board of Directors proposes that the remuneration of the Board of Directors would be EUR 1,700 per month for each member of the Board and EUR 3,400 for the Chairman. The Board of Directors of Etteplan Oyj has a Nomination and Remuneration Committee. Operations of the temporary Working Committee, which focused on developing business operations in Sweden has ended on December 31, 2013. It is proposed that the Annual General Meeting would additionally resolve that the remuneration per meeting for the Board and its Nomination and Remuneration Committee 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 The Nomination and Remuneration Committee of the Board of Directors proposes that the Auditor be paid a fee according to invoice approved by the Company. 12. Election of the Board of Directors The Nomination and Remuneration Committee proposes that the Annual General Meeting would re-elect the present members Robert Ingman, Pertti Nupponen, Teuvo Rintamäki and Leena Saarinen and elect Patrick von Essen as a new member to the Board. All proposed members have given their consent to the election. More information on the proposed members is available on Etteplan Oyj's website at www.etteplan.com. The shareholder representing 66 percent of the Company’s shares and voting rights has announced to support the proposal. 13. Election of the Auditor The Board proposes that two auditors would be elected for the Company. The Board proposes that Authorized Public Accounting Firm PricewaterhouseCoopers Oy, with Authorized Public Accountant Mr. Mika Kaarisalo as the main responsible auditor, be elected as the Company’s Auditor. In addition, The Board proposes that Certified Auditor Olli Wesamaa be elected as the Company’s second Auditor. 14. Board of Directors´ proposal to authorize the Board to resolve to repurchase the Company's own shares The Board proposes that the Annual General Meeting authorize 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 Company 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 Company shares in public trading and, correspondingly, the maximum price is the highest market price quoted for the Company shares in public trading during the validity of the authorization. Should Company 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 18 months from the date of the resolution of the Annual General Meeting starting on March 26, 2014 and ending on September 25, 2015. The authorization will replace the corresponding previous authorization. 15. Board of Directors´ proposal to authorize the Board to resolve on share issues, option rights or other special rights entitling to shares and the redemption of own shares The Board proposes that the Annual General Meeting authorize the Board of Directors to decide to issue a 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 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 2 years from the date of the resolution of the Annual General Meeting starting on March 26, 2014 and ending on March 25, 2016. The authorization will replace the corresponding previous authorization. 16. Closing of the Meeting B. DOCUMENTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS The proposals of the Board of Directors and its Nomination and Remuneration Committee relating to the agenda of the Annual General Meeting as well as this notice are available on Etteplan Oyj's website at www.etteplan.com. Etteplan Oyj’s annual report, which includes the Company's financial statements, the Board of Directors’ and Auditor's reports, is available on the above-mentioned website no later than on March 5, 2014. Copies of the documents will be sent to shareholders upon request and will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website latest April 9, 2014. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING OF SHAREHOLDERS Right to attend and registration A shareholder who on March 14, 2014, is registered as a shareholder in the Company’s shareholder register maintained by Euroclear Finland Ltd (Finnish Central Securities Depository Ltd) is entitled to attend the Annual General Meeting. A shareholder who wishes to attend in the Annual General Meeting must notify the Company of his/her intention to do so by March 21, 2014 at 4.00 p.m. Finnish time either by mail to Etteplan Oyj, Annual General Meeting, Muovitie 1, 15860 Hollola, by telephone to number +358 10 307 2006 or by e-mail to [email protected] In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant. The personal data given to Etteplan Oyj is used only in connection with the Annual General Meeting and with the processing of related registrations. Pursuant to Chapter 5, Section 25 of the Companies’ Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the Meeting. Written notifications to participate in the Meeting must have arrived to the Company prior to the expiry of the registration period. Proxy representative and powers of attorney Shareholders may attend the Annual General Meeting and exercise their rights at the Meeting by way of proxy representation. Proxy representatives must produce a dated letter of proxy or demonstrate in some other reliable manner their right to represent the shareholder at the Meeting. Any proxy documents, identified and dated, should be delivered to the Company to be inspected to the address mentioned above before the deadline to notify the attending of the Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting. Nominee-registered shareholders Nominee-registered shareholders are advised to request the necessary instructions regarding entry in the Company´s shareholder register, the issuing of proxy documents and registration for the Annual General Meeting from their account holder. The account management organization of the custodian bank shall register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the Company at the latest on March 21, 2014 at 10.00 a.m. Other instructions and information At the date of this Invitation, February 12, 2014, the total number of shares and votes conveyed by these shares in Etteplan Oyj is 20 179 414, of which 461 791 are company held shares. The company held shares do not have voting rights. Vantaa, February 12, 2014 Etteplan Oyj Board of Directors Additional information: Juha Näkki, President and CEO, tel. +358 400 606 372 DISTRIBUTION: NASDAQ OMX Helsinki Major mediawww.etteplan.com Etteplan provides engineering planning services and technical product information solutions to the world's leading companies in the manufacturing industry. Our services are geared to improve the competitiveness of our customers' products and engineering processes throughout the product life cycle. The results of Etteplan's innovative engineering can be seen in numerous industrial solutions and everyday products. In 2013, Etteplan had a turnover of EUR 128.6 million. The company has more than 1,700 professionals in Finland, Sweden, the Netherlands and China. Etteplan's shares are listed on NASDAQ OMX Helsinki Ltd under the ticker ETT1V.