Resolutions by Etteplan Oyj's Annual General Meeting of Shareholders
ETTEPLAN OYJ, STOCK EXCHANGE RELEASE, MARCH 26, 2014, AT 03:00 P.M.
RESOLUTIONS BY ETTEPLAN OYJ’S ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting of Shareholders of Etteplan Oyj was held at the premises of the Company in Vantaa on March 26, 2014. The meeting was opened by Chairman of the Board of Directors Robert Ingman and chaired by Mika Oksanen, attorney-at-law.
The Annual General Meeting approved the Financial Statements for financial year 2013 and discharged 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, that a dividend of EUR 0.11 per share is paid for the financial year 2013. 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 is March 31, 2014. The dividend shall be paid on April 7, 2014.
The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee that the Board of Directors consists of five members.
The Annual General Meeting passed a resolution in accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee that the remuneration of the Board of Directors is EUR 1,700 per month for each member of the Board and EUR 3,400 for the Chairman.
Additionally, the Annual General Meeting resolved 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
In accordance with the proposal of the Board of Directors’ Nomination and Remuneration Committee the Annual General Meeting re-elected the present members Robert Ingman, Pertti Nupponen, Teuvo Rintamäki and Leena Saarinen and elected Patrick von Essen as a new member to the Board.
The auditors elected were PricewaterhouseCoopers Oy, Authorized Public Accounting Firm, with Authorized Public Accountant Mr. Mika Kaarisalo as the main responsible auditor and Certified Auditor Olli Wesamaa. The fee for the auditor is paid according to invoice approved by the Company.
The Annual General Meeting authorized 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 Company 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 Company shares in public trading and, correspondingly, the maximum price is the highest market price quoted for the Company shares in public trading during the validity of the authorization.
Should Company 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 18 months from the date of the resolution of the Annual General Meeting starting on March 26, 2014 and ending on September 25, 2015. The authorization will replace the corresponding previous authorization.
The Annual General Meeting resolved, in accordance with proposal of the Board of Directors, to authorize the Board of Directors to decide to issue a 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 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 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 valid for 2 years from the date of the resolution of the Annual General Meeting starting on March 26, 2014 and ending on March 25, 2016. The authorization will replace the corresponding previous authorization.
Vantaa, March 26, 2014
Etteplan Oyj
Board of Directors
Additional information:
Juha Näkki, President and CEO, tel. +358 400 606 372
DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.etteplan.com
Etteplan provides engineering planning services and technical product information solutions to the world's leading companies in the manufacturing industry. Our services are geared to improve the competitiveness of our customers' products and engineering processes throughout the product life cycle. The results of Etteplan's innovative engineering can be seen in numerous industrial solutions and everyday products.
In 2013, Etteplan had a turnover of EUR 128.6 million. The company has more than 1,700 professionals in Finland, Sweden, the Netherlands and China. Etteplan's shares are listed on NASDAQ OMX Helsinki Ltd under the ticker ETT1V.