ETTEPLAN OYJ'S ANNUAL GENERAL MEETING 29 MARCH 2006
ETTEPLAN OYJ STOCK EXCHANGE RELEASE 29 MARCH 2006 16.00 P.M.
ETTEPLAN OYJ'S ANNUAL GENERAL MEETING 29 MARCH 2006
The Annual General Meeting of Etteplan Oyj was held today, 29
March 2006, in Lahti. The AGM adopted the financial statements
for the financial year 2005 and granted exemption from personal
liability to the members of the Board of Directors and the CEO.
The Annual General Meeting passed the motions put forward by
the Board of Directors to authorize the Board of Directors to
increase the share capital by a new issue of shares, to acquire
company's own shares and to convey the company's own shares.
The Annual General Meeting passed a resolution on a motion by
the Board of Directors to pay a dividend for the year 2005 of
EUR 0.20 per share, or a total of EUR 1 922 586. The remaining
profit will be retained in distributable equity.
The date of record for the payment of dividend will be 3 April
2006 and the payment date will be 10 April 2006.
The number of members on the Board of Directors was confirmed
as five. The members re-elected to the Board were Tapani Mönkkönen,
Heikki Hornborg, Tapio Hakakari, Pertti Nupponen and Matti Virtaala.
Tapani Mönkkönen was re-elected as chairman of the Board of
Directors.
The auditor elected was PricewaterhouseCoopers Oy, a firm of
authorised 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 a resolution to cancel and
remove from the Trade Register the previously made resolutions.
The Annual General Meeting made the following resolutions, too:
(i)
a resolution according to which the Board of Directors is
authorized to decide within one year from the date of the Annual
General Meeting to take one or more convertible bonds and/or
issue option rights and/or decide to increase the share capital
in one or more lots by using new issue so that when issuing
convertible bonds or option rights or new issues together, the
Board of Directors' unexercised, valid authorizations shall,
however, with regard to the total amount of increase and the
total number of voting rights attached to the shares to be
issued, correspond to no more than one-fifth of the registered
share capital and the aggregate number of voting rights attached
to the shares at the date of the resolution of the General Meeting
of Shareholders concerning the authorization and the decision of
the Board of Directors to increase the share capital. Pursuant to
the authorization the company's share capital may be increased by
a maximum of EUR 480,656.50.
The authorization shall include the right to deviate from the
existing shareholders' pre-emptive rights to subscribe for new
shares according to Chapter 4 Section 2 of the Companies Act
and the right to decide on the subscription prices, the parties
entitled to subscribe for the shares, the terms and conditions
applicable to the subscription as well as the terms and conditions
of the convertible bonds and option rights. The precondition for
the deviation from the pre-emptive rights is a weighty financial
reason, such as financing of a company acquisition, other
arrangement in connection with the development or the company's
business or equity and/or an incentive scheme to the personnel.
In connection with the increase of the share capital the Board of
Directors is entitled to decide that the shares can be subscribed
against contribution in kind or otherwise under special terms and
conditions. The Board of Directors may not decide in favor of a
member of the inner circle of the company.
The authorization is effective for a period of one year from the
resolution of the Annual General Meeting, i.e. from 29 March 2006
to 29 March 2007.
(ii)
a resolution according to which the Board of Directors is
authorized to acquire the company's own shares in one or more
lots to the effect that the company may use funds distributable
as profit otherwise than in proportion to the holdings of the
shareholders. The authorization includes the right to acquire
the company's shares in public trade at the applicable quoted
price to the effect that the total accounting par value and the
voting rights attached to the acquired shares shall be no more
than ten (10) per cent of the company's share capital and the
aggregate number of voting rights after the acquisition of the
shares.
Since the shares shall be acquired in public trade, the
acquisition shall not be made in proportion to the holdings
of the shareholders. The shares may be acquired in order to
be used as consideration in potential company acquisitions
or in other structural arrangements. The acquired shares may
also be invalidated.
The acquisition of shares will decrease the distributable equity.
Since the maximum number of shares to be acquired is ten (10)
per cent of the company's share capital and no more than ten (10)
per cent of the voting rights attached to the shares, the
acquisition of shares shall not have a material impact on the
shareholding and the voting rights in the company.
The authorization is effective for a period of one year from the
resolution of the Annual General Meeting, i.e. from 29 March 2006
to 29 March 2007.
(iii)
a resolution according to which the Board of Directors is
authorized to convey, in one or more lots, the company's own
shares acquired pursuant to the authorization set forth in
section (ii).
The authorization to the Board of Directors shall include the
right to convey to the effect that the aggregate accounting par
value and the voting rights attached to the shares shall be no
more than ten (10) per cent of the company's share capital and
the aggregate number of voting rights attached to the shares at
the time of the convey.
The authorization shall include the right to decide to whom and
in which order the company's own shares shall be conveyed and
the right to convey the shares otherwise than in proportion to
the shareholders pre-emptive rights to acquire shares of the
company.
The shares may be used as consideration in company acquisitions
or other structural arrangements, sold in the public market or
invalidated in a manner and to the extent determined by the
Board of Directors. The Board of Directors shall decide on the
price of the conveyance and the grounds on the basis of which
the price shall be determined. The shares may be conveyed against
contribution in kind.
The authorization is effective for a period of one year from the
resolution of the Annual General Meeting, i.e. from 29 March 2006
to 29 March 2007.
Hollola, 29 March 2006
Etteplan Oyj
Board of Directors
For additional information, contact: Pia Björk, CFO, Vice
President Corporate Planning, tel. + 358 400 241 815
DISTRIBUTION: Helsinki Exchanges
Principal media
www.etteplan.com