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Annual General Meeting 2016

Etteplan Oyj's Annual General Meeting of Shareholders will be held on Tuesday, April 5, 2016.

 

Annual General Meeting 2016 materials

 

Annual General Meeting 2016 Invitation: 
AGM_2016_Invitation.pdf

Annual General Meeting 2016 Board Proposals:
AGM_2016_Board_Proposals.pdf

Annual General Meeting 2016 Committee Proposals:
AGM_2016_Committee_Proposals.pdf

Annual General Meeting 2016 Minutes (only in Finnish):  
AGM_2016_Minutes_only_in_Finnish.pdf

 

Resolutions of Etteplan Oyj’s Annual General Meeting of Shareholders

 

The Annual General Meeting of Shareholders of Etteplan Oyj (the “Company”) was held today, April 5, 2016, 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 2015.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.15 per share for the financial year 2015. 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. The record date of the payment of dividend is April 7, 2016. The dividend shall be paid on April 14, 2016.

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 six members.

In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the remuneration of the Board of Directors remain the same as previous year and shall be EUR 24,400 per year for each member of the Board and EUR 48,800 per year 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 Patrick von Essen, Matti Huttunen, Robert Ingman, Pertti Nupponen, Teuvo Rintamäki and Leena Saarinen as members of the Board of Directors.

PricewaterhouseCoopers Oy, Authorized Public Accountants, with Authorized Public Accountant Lauri Kallaskari as the main responsible auditor and Certified Auditor Olli Wesamaa were elected as the Company’s auditors. The auditors’ 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 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 5, 2016 and ending on October 4, 2017. 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 6,000,000 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 weighty 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 with 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 5, 2016 and ending on April 4, 2018.

 

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 4, 2016 at the latest. Such a request should be sent to the address: Etteplan Oyj, Board of Directors, P.O. Box 216, 01511 Vantaa, Finland.

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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

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