Annual General Meeting 2018 Etteplan Oyj’s Annual General Meeting of Shareholders was held on Thursday, April 5th, 2018 starting at 10:00 a.m. at Etteplan premises in Vantaa, Finland. Annual General Meeting 2018 materials Annual General Meeting 2018 Invitation:AGM_2018_Invitation.pdf Annual General Meeting 2018 Board Proposals: AGM_2018_Board_proposals.pdf Annual General Meeting 2018 Committee Proposals: AGM_2018_Committee_proposals.pdf Annual General Meeting 2018 Agenda: AGM_2018_Agenda.pdf Annual General Meeting 2018 Data Protection description:AGM_2018_Data_protection_description.pdf Annual General Meeting 2018 Minutes (only in Finnish):AGM_2018_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 on April 5, 2018, 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 2017. The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.23 per share for the financial year 2017. 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 9, 2018 and the dividend shall be paid on April 16, 2018. 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 Cristina Andersson, Patrick von Essen, 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 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 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 5, 2018 and ending on October 5, 2019. The authorization will replace the corresponding previous authorization. Annual General Meeting 2019 Annual General Meeting 2017 Annual General Meeting 2016 Annual General Meeting 2015 Annual General Meeting 2014 Extraordinary General Meeting 2013 Annual General Meeting 2013 Annual General Meeting 2012 Annual General Meeting 2011 Annual General Meeting 2010 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. Läs mer Annual General Meeting 2017 Etteplan Oyj’s Annual General Meeting of Shareholders was held on Tuesday, April 4th, 2017 starting at 13:00 p.m. at Etteplan premises in Vantaa, Finland. Läs mer Annual General Meeting 2016 Etteplan Oyj's Annual General Meeting of Shareholders will be held on Tuesday, April 5, 2016. Läs mer Annual General Meeting 2015 Etteplan Oyj's (“Company”) Annual General Meeting of Shareholders was held on Friday, March 27, 2015 starting at 1:00 p.m. at the premises of the Company at the address Ensimmäinen Savu, 01510 Vantaa, Finland. Läs mer Annual General Meeting 2014 Etteplan Oyj’s Annual General meeting was 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. Läs mer Extraordinary General Meeting 2013 The Extraordinary General Meeting of Shareholders of Etteplan Oyj was held at the premises of the Company in Vantaa on November 18, 2013. Läs mer Annual General Meeting 2013 Etteplan Oyj’s Annual General meeting was held on March 27, 2013 starting at 1 p.m. at the premises of the Company in Vantaa at the address Ensimmäinen Savu, 01510 Vantaa, Finland. Läs mer Annual General Meeting 2012 Etteplan Oyj’s Annual General meeting was held on March 30, 2012. Läs mer Annual General Meeting 2011 The Etteplan Oyj Annual General Meeting was held on Thursday, March 31, 2011. Läs mer Annual General Meeting 2010 The Annual General Meeting of Shareholders of Etteplan Oyj was held today, March 24, 2010 at premises of the Company in Vantaa. Läs mer Reasons to invest in us See more Key financial data See more 5 year history Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of cash flows 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 Browse reports and presentations Investor calendar Read more Share information See more Share information Share monitor Investment calculator Historical share prices Dividend and payment history Major shareholders Flaggings Etteplan Oyj's rights issue 2016 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 See more General meeting Articles of association Board of Directors Nomination and remuneration committee CEO and Management group Remuneration Risk management Insider management Transactions of managers Audit Communications General meeting Läs mer Articles of association 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 see more
