Close

Articles of association

Back to Corporate governance

Article 1 Business name and domicile
The Company's business name is Etteplan Oyj, and it is domiciled in Vantaa.

 

Article 2 Field of operations
The Company's field of operations are design and consulting services as well as the production and sales of computer software.

 

Article 3 Book-entry system
The Company's shares shall belong to the book-entry system.

 

Article 4 Board of Directors
The Company's affairs shall be overseen by a Board of Directors comprised of three to seven members. The Board of Directors shall be elected for a term of one year at time at the Annual General Meeting.

 

Article 5 Managing Director
The Board shall appoint a Managing Director for the Company.

 

Article 6 Representation of a company
The Company shall be represented by the chairman of the Board of Directors or the Managing Director, each alone, or the members of the Board of Directors, two together. The Board of Directors may authorise employees of the Company or other persons to represent the Company, two together, or each separately together with a regular member of the Board of Directors.

 

Article 7 Financial year and auditor
The Company's financial year is 1 January - 31 December. The financial statements shall be delivered to the auditor by the end of March, and the auditor is to present the auditor's report to the Board of Directors one month after this.

One or two auditors can be chosen for the Company. If two auditors are elected, at least one auditor shall be a firm of independent public accountants approved by the Central Chamber of Commerce.

The term of the auditor is the financial year and his duties shall end at the close of the first Annual General Meeting following his election.

 

Article 8 Annual General Meeting
The shareholders' meeting shall be held in the Company's domicile or in Lahti, Vantaa or in Helsinki as decided by the Board of Directors of the Company.

The Annual General Meeting shall be held each year no later than 30 June and the agenda shall include:

  1.     opening of the meeting
  2.     election of a chairman of the meeting 
  3.     establishment of a quorum and of the legality of the meeting
  4.     election of scrutinizer of the minutes
  5.     presentation of financial statements, including
        consolidated financial statements, and an annual report
  6.     presentation of the auditor's report
  7.     approval of the financial statements
  8.     decision upon actions to be taken arising from the profit
        shown in the approved balance sheet
  9.     granting of discharge from liability to the Board of Directors and the Managing Director
  10.     decision upon the number of members of the Board of Directors
        and their emoluments as well as the fee for the auditor
  11.     election of the members of the Board of Directors
  12.     election of a regular auditor and a deputy auditor
  13.     handling of other business mentioned in the notice of the meeting
  14.     closing of the meeting

Article 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.

 

Article 10 Participation and voting rights
To be able to participate in a General Meeting, a shareholder must register with the Company no later than on the date mentioned in the notice of meeting, which may be no earlier than 10 days before the meeting.

Each share confers the right to one (1) vote in the General Meeting.

The Chairman of the meeting shall determine the method of carrying out a ballot.

 

Article 11 Preemptive purchase obligation
The obligation of a shareholder to redeem shares of shareholders entitled to redemption is governed by the provisions of Chapter 6, Section 10 of the Securities Markets Act.

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 2018 IFRS 2017 IFRS 2016 IFRS 2015 IFRS 2014 IFRS Revenue 236,477 214,768 183,938 141,143 131,916 Change in revenue, % 10.1 16.8 30.3 7.0 -1.9 Operating profit (EBITA) 22,555 17,387 12,070 9,540 8,933 % of revenue 9.5 8.1 6.6 6.8 6.8 Operating profit (EBIT) 20,184 15,484 10,131 8,594 7,856 % of revenue 8.5 7.2 5.5 6.1 6.0 Profit before taxes and non-controlling interest 19,396 14,745 9,441 7,933 7,168 % of revenue 8.2 6.9 5.1 5.6 5.4 Profit for the financial year 15,280 11,586 7,604 6,189 6,147 Return on equity, % 24.4 20.9 17.4 19.5 22.7 ROCE, % 21.3 17.8 14.8 17.4 17.8 Equity ratio, % 42.9 40.7 40.0 37.8 39.5 Gross investments 16,527 7,589 30,186 9,867 3,565 % of revenue 7.0 3.5 16.4 7.0 2.7 Net gearing, % 29.8 43.0 55.9 41.6 56.5 Personnel, average 2,995 2,711 2,407 1,948 1,813 Personnel at year end 3,055 2,802 2,545 2,074 1,859 Wages and salaries 156,183 144,965 129,172 101,452 94,367   Back to Key financial data Läs mer

Consolidated statement of comprehensive income

Back to Key financial data   EUR 1,000 Note Jan 1 – Dec 31, 2018   Jan 1 – Dec 31, 2017   Revenue 7 236,477   214,768   Other operating income 8 1,172   446   Materials and services 10 -21,822   -20,429   Staff costs 11 -156,183   -144,965   Other operating expenses 12 -33,667   -29,021   Depreciation and amortization 19,20 -5,792   -5,315   Operating profit (EBIT)   20,184 8.5% 15,484 7.2% Financial income 14 791   538   Financial expenses 15 -1,580   -1,277   Profit before taxes   19,396   14,745   Income taxes 17 -4,116   -3,160   Profit for the financial year   15,280   11,586   Other comprehensive income, that may be reclassified to profit or loss           Currency translation differences   -1,200   -727   Other comprehensive income, that will not be reclassified to profit or loss           Change in fair value of investments available-for-sale   0   9   Change in fair value of equity investments at fair value through other comprehensive income   3   0   Other comprehensive income for the year, net of tax 17 -1,197   -718   Total comprehensive income for the year   14,083   10,868               Profit for the financial year attributable to           Equity holders of the parent company   15,280   11,470   Non-controlling interest   0   115       15,280   11,586   Total comprehensive income attributable to           Equity holders of the parent company   14,083   10,759   Non-controlling interest   0   108       14,083   10,868   Earnings per share calculated from the profit attributable to equity holders of the parent company           Basic earnings per share, EUR 18 0.62   0.47   Diluted earnings per share, EUR 18 0.62   0.47     The notes are an integral part of the financial statements.   Back to Key financial data Läs mer

Consolidated statement of financial position

Back to Key financial data   EUR 1,000  Note Dec 31, 2018 Dec 31, 2017 ASSETS       Non-current assets       Goodwill 22 65,165 59,014 Other intangible assets 19 20,856 17,875 Tangible assets 20 4,065 3,524 Investments available-for-sale 21 0 691 Investments at fair value through other comprehensive income 21 695 0 Other non-current receivables   54 88 Deferred tax assets 31 161 79 Non-current assets, total   90,995 81,270         Current assets       Inventory 23 362 250 Work in progress 7 20,503 19,246 Trade and other receivables 24 32,367 33,260 Current tax assets   223 326 Cash and cash equivalents   16,115 10,074 Current assets, total   69,569 63,157 TOTAL ASSETS   160,564 144,427         EQUITY AND LIABILITIES       Equity       Share capital 25 5,000 5,000 Share premium account 25 6,701 6,701 Unrestricted equity fund 25 20,101 18,524 Own shares 25 -452 -80 Cumulative translation adjustment 25 -3,901 -2,701 Other reserves 25 231 228 Retained earnings 25 24,567 18,780 Profit for the financial year 25 15,280 11,470 Equity, total   67,527 57,923         Non-current liabilities       Deferred tax liabilities 31 4,518 3,442 Interest-bearing liabilities 27 24,105 19,634 Other non-current liabilities 29 2,036 700 Non-current liabilities, total   30,659 23,776         Current liabilities       Interest-bearing liabilities 27 12,147 15,329 Advances received 7 3,064 2,057 Trade and other payables 30 45,386 43,667 Current income tax liabilities   1,782 1,675 Current liabilities, total   62,378 62,728 Liabilities, total   93,037 86,504 TOTAL EQUITY AND LIABILITIES   160,564 144,427   The notes are an integral part of the financial statements.   Back to Key financial data Läs mer

Consolidated statement of cash flows

Back to Key financial data   EUR 1,000 Note Jan 1 - Dec 31, 2018 Jan 1 - Dec 31, 2017 OPERATING CASH FLOW       Cash receipts from customers   239,983 211,280 Operating expenses paid   -212,081 -189,949 Operating cash flow before financial items and taxes   27,903 21,331         Interest and payment paid for financial expenses 15 -956 -773 Interest received 14 59 55 Income taxes paid 17 -3,950 -2,359 Operating cash flow (A)   23,055 18,254         INVESTING CASH FLOW       Purchase of tangible and intangible assets 19, 20 -1,752 -2,105 Acquisition of subsidiaries, net of cash acquired 5 -8,262 -3,108 Proceeds from sale of tangible and intangible assets 8 21 26 Proceeds from sale of investments   1 0 Investing cash flow (B)   -9,992 -5,187         Cash flow after investments (A+B)   13,063 13,067         FINANCING CASH FLOW       Purchase of own shares 25 -516 -262 Expenses paid for directed share issue   -7 0 Acquisition of non-controlling interest   0 -1,696 Issue of new current loans 27 3,559 607 Repayments of current loans 27 -24,743 -5,855 Issue of new non-current loans 27 22,102 5,000 Payment of finance lease liabilities 27, 28 -1,765 -1,642 Dividend paid 25 -5,684 -3,930 Financing cash flow (C)   -7,054 -7,777         Variation in cash (A+B+C) increase (+) / decrease (-)   6,009 5,290         Assets at the beginning of the financial period   10,074 4,750 Exchange gains or losses on cash and cash equivalents   32 35 Assets at the end of the financial period   16,115 10,074   The notes are an integral part of the financial statements.   Back to Key financial data Läs mer

Reports & presentations

Investor calendar

Share information

Share information

Läs mer

Share monitor

Läs mer

Investment calculator

Läs mer

Historical share prices

Läs mer

Dividend and payment history

Läs mer

Major shareholders

Läs mer

Flaggings

Läs mer

Etteplan Oyj's rights issue 2016

Läs mer

Corporate governance

General meeting

Läs mer

Board of Directors

Läs mer

Nomination and remuneration committee

Läs mer

CEO and Management group

Läs mer

Remuneration

Läs mer

Risk management

Läs mer

Insider management

Läs mer

Transactions of managers

Läs mer

Audit

Läs mer

Communications

Läs mer

Investor contacts & analyst coverage