RESOLUTIONS BY ETTEPLAN OYJ'S ANNUAL GENERAL MEETING
RESOLUTIONS BY ETTEPLAN OYJ'S ANNUAL GENERAL MEETING
The Annual General Meeting of Etteplan Oyj was held today, 26 March 2009, in
Lahti. The meeting was opened by the Chairman of the Board of Directors Heikki
Hornborg and chaired by Mika Ståhlberg, attorney-at-law.
The Annual General Meeting approved the Financial Statements for the financial
year 2008 and discharged the members of the Board of Directors and the CEO from
liability.
The Annual General Meeting passed a resolution, in accordance with the proposal
of the Board of Directors, to pay a dividend of EUR 0.08 per share, or a
total of EUR 1,573,586.30, for the financial year 2008. The remaining profit
will be retained in distributable equity. The record date of the payment of
dividend is 31 March 2009. The dividend shall be paid on 7 April 2009.
The Annual General Meeting authorized the Board of Directors to decide within
their discretion on the payment of a possible additional dividend of EUR 0.07
per share, or a total maximum of EUR 1.376.888,00, should the economic situation
of the company allow it. The authorization is valid until 31 December 2009. The
possible additional dividend based on the decision of the Board of Directors
will be paid to the shareholder, who is registered in the shareholders' registry
maintained by Euroclear Finland Ltd. on the record date of dividend payment. The
Board of Directors will decide on the record date of the dividend payment as
well as the payment day of the dividend.
The Annual General Meeting passed a resolution, in accordance with the proposal
of the Board of Directors, that six members be elected to seats on the Board of
Directors. The Annual General Meeting resolved the remuneration for the members
of the Board of Directors to be EUR 600 per meeting and the Chairman of the
Board of Directors EUR 1,200 per meeting as well as the monthly remuneration to
be EUR 1,300 for the members of the Board and EUR 2,600 for the Chairman of the
Board.
Tapio Hakakari, Heikki Hornborg, Tapani Mönkkönen, Pertti Nupponen and Matti
Virtaala were re-elected as members of the Board of Directors. Robert Ingman was
elected as a new member of the Board of Directors.
The auditor elected was PricewaterhouseCoopers Oy, a firm of authorized public
accountants, with Mika Kaarisalo APA as the auditor in charge. The fees for the
auditor are paid according to invoice.
The Annual General Meeting authorized the Board of Directors to acquire
company's own shares in one or more lots using the company's unrestricted
equity. A maximum of 2.000.000 of the company's own shares can be acquired. The
Board of Directors shall have the right to decide who the shares are acquired
from or, the Board of Directors has the right to decide on a directed
acquisition of own shares.
The authorization includes the right to decide the acquiring 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 of Directors or in public
trading organized by the NASDAQ OMX Helsinki at the market price valid at any
given time so that the company's holdings of combined own shares is maximum of
ten (10) per cent of all the company's shares. The minimum price for the shares
to be acquired is the lowest market price quoted for a share in public trading
during the validity of the authorization and, correspondingly, the maximum price
is the highest market price quoted for a share in public trading during the
validity of the authorization.
If the shares are acquired in public trading, the shares will not be acquired in
proportion of the current shareholdings. Thus, there must be a substantial
financial reason from the company's point of view for the acquisition of the own
shares. 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.
Acquiring will reduce the non-restricted equity.
The authorization is valid for 18 months from the date of the decision of the
Annual General Meeting starting on 26 March 2009 and ending on 26 September
2010. The authorization shall replace the previous authorization.
Hollola, 26 March 2009
Etteplan Oyj
Board of Directors
Additional information:
Matti Hyytiäinen, President and CEO, at tel. +358 400 710 968
DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.etteplan.com