Invitation to Etteplan Oyj's Annual General Meeting of shareholders
ETTEPLAN OYJ, STOCK EXCHANGE RELEASE, FEBRUARY 14, 2013, AT 03.00 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 27, 2013 starting at 1 p.m. at the premises of the Company in Vantaa at the address Ensimmäinen Savu, 01510 Vantaa, Finland. The listing 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 and quorum of the Meeting
4. Election of the scrutinizer of the minutes and the supervisors of the counting of votes
5. Presentation of the financial statement for 2012, including a consolidated financial statement, and Annual Report
- Review by the CEO
6. Presentation of the Auditor’s report
7. Adoption of the financial statement of the parent company and the consolidated financial statement
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board proposes to the Annual General Meeting that a dividend of EUR 0.15 per share be paid on the company’s externally owned shares for the financial year 2012. 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 (formerly Finnish Central Securities Depository Ltd). The record date of the payment of dividend would be April 3, 2013. The dividend is proposed to be paid on April 10, 2013.
9. Resolution on the discharge from liability of members of the Board of Directors as well as the CEO
10. 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 six 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, according to the proposal of the Nomination and Remuneration Committee of the Board of Directors, established a new committee. The committee focuses on developing business operations in Sweden. The committee, named the Working Committee, begins in its task in March 2013.
It is proposed that the Annual General Meeting would resolve the remuneration per meeting for the Board and its Committees 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
Chairman EUR 1,000 per meeting
Members EUR 1,000 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.
11. Election of the Board of Directors
The Nomination and Remuneration Committee of the Board of Directors proposes that the Annual General Meeting would re-elect the present members Tapio Hakakari, Heikki Hornborg, Robert Ingman, Pertti Nupponen, Satu Rautavalta and Teuvo Rintamäki to the Board. All proposed members have given their consent to the re-election. More information on the proposed members is available on Etteplan Oyj's website at www.etteplan.com.
Shareholders representing more than 50 percent of the Company’s shares and voting rights have announced to support the proposal.
12. Election of the Auditor
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.
13. The authorization of 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 the Company’s 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 the time of purchase, 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 share in public trading and, correspondingly, the maximum price is the highest market price quoted for the share in public trading during the validity of the authorization.
Should 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 eighteen (18) months from the date of the resolution of the Annual General Meeting starting on March 27, 2013 and ending on September 26, 2014. The authorization will replace the corresponding previous authorization.
14. 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 statement and the Board of Directors’ and Auditor's reports, is available on the above-mentioned website no later than on March 6, 2013. 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 11, 2013.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Right to attend and registration
A shareholder who on Friday March 15, 2013, 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/its intention to do so by March 20, 2013 at 4 p.m. Finnish time either by mail to Etteplan Oyj, Annual General Meeting, Terveystie 18, 15860 Hollola, by telephone to number +358 10 307 2006 or by e-mail to firstname.lastname@example.org.
In connection with the registration, a shareholder shall notify his/her/its name, personal identification number or business ID, address, telephone number and the name of a possible assistant. The personal data given to Etteplan Oyj by the shareholders 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.
Notifications to participate in the Meeting sent by mail must have arrived 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 prior to the expiry of the registration period.
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 are advised to request the necessary instructions regarding the 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 22, 2013 at 10.00 a.m.
Other instructions and information
At the date of this Invitation, February 14, 2013, the total number of shares and votes in Etteplan Oyj is 20,179,414 of which 471,302 are company held shares. The company held shares do not have voting rights.
Hollola, February 14, 2013
Board of Directors
Juha Näkki, President and CEO, tel. +358 400 606 372
NASDAQ OMX Helsinki
Etteplan is a specialist in industrial equipment engineering and technical product information solutions and services. Etteplan’s engineering expertise and service products cover the entire life cycle of the client’s products. Our customers are global leaders in their fields and operate in areas like the automotive, aerospace and defense industries as well as the electricity generation and power transmission sectors, and material flow management.
Etteplan has comprehensive competence in electronics and embedded systems development, automation and electrical design, mechanical design and technical product information solutions and services.
In 2012, Etteplan had turnover of EUR 134.5 million. The company currently has close to 1,800 experts in Finland, Sweden, China and the Netherlands. Etteplan's shares are listed on NASDAQ OMX Helsinki Ltd under the ETT1V ticker.