ETTEPLAN OYJ'S ANNUAL GENERAL MEETING 28 MARCH 2008
ETTEPLAN OYJ COMPANY ANNOUNCEMENT 28 MARCH 2008 16.30 P.M.
ETTEPLAN OYJ'S ANNUAL GENERAL MEETING 28 MARCH 2008
The Annual General Meeting of Etteplan Oyj was held today, 28 March 2008, in
Vantaa. The AGM adopted the financial statements for the financial year 2007
and granted exemption from personal liability to the members of the Board of
Directors and the CEO.
The Annual General Meeting passed a resolution on a motion by the Board of
Directors to pay a dividend for the year 2007 of EUR 0.21 per share, or a total
of EUR 4,224,733.80. The remaining profit will be retained in distributable
equity. The date of record for the payment of dividend will be 2 April 2008 and
the payment date will be 9 April 2008.
The number of members on the Board of Directors was confirmed as five.
The members re-elected to the Board were Tapio Hakakari, Heikki Hornborg, Tapani
Mönkkönen, Pertti Nupponen and Matti Virtaala.
The auditor elected was PricewaterhouseCoopers Oy, a firm of authorized public
accountants, with Mika Kaarisalo APA as the auditor in charge.
All the resolutions of the Annual General Meeting were passed unanimously.
The Annual General Meeting made the following resolutions, too:
(i)
a resolution according to which the Board of Directors is authorized to decide
to issue 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 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 effective for a period of three (3) years from the
resolution of the Annual General Meeting, i.e. from 28 March 2008 to
28 March 2011. The proposed authorization shall replace the previous
authorization granted to the Board of Directors.
(ii)
a resolution according to which the Board of Directors is authorized to decide
to acquire company's own shares in one or more lots with non-restricted equity
of the company. The acquisition of company's own shares may be executed in
deviation from the proportional shareholdings. Therefore, the company has
also a right to direct the acquisition of company's own shares.
The authorization includes a right to acquire the company's shares through a
tender offer made to all the shareholders of the company on the same terms and
for a price determined by the Board of Directors or in public trade at the
applicable quoted price to the effect that total number of acquired shares
shall be no more than ten (10) per cent of all the company's shares. The
minimum share purchase price for acquiring company's own shares is the lowest
quoted price in public trade and the maximum purchase price is the highest
quoted price in public trade during the period of validity of the authorization.
If shares are acquired in pubic trade the acquisition shall not be made in
proportion to the shareholdings. Thus, there must be a substantial financial
reason for the company. The shares may be acquired in order to be used as
consideration in potential company acquisitions or in other structural
arrangements. The shares may be used as well for carrying out company's
incentive scheme provided to the personnel. The acquired shares may be kept
by the company, invalidated or assigned onwards.
The acquisition of shares will decrease non-restricted equity of the company.
The authorization is effective for a period of eighteen (18) months from
the resolution of the Annual General Meeting, i.e. from 28 March 2008 to
28 September 2009. The proposed authorization shall replace the previous
authorization granted to the Board of Directors.
Hollola; March 28, 2008
Etteplan Oyj
Board of Directors
More information is available from
Matti Hyytiäinen, President and CEO of Etteplan Oyj (tel. +358 400 710 968).
DISTRIBUTION:
OMX Nordic Exchange Helsinki
Principle media
www.etteplan.com