INVITATION TO ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROPOSAL OF BOARD OF DIRECTORS
INVITATION TO ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROPOSAL
OF BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Etteplan Oyj are invited to the Annual General Meeting of
Shareholders. The meeting will be held on 26 March 2009 at 1 p.m. at
Sibeliustalo in Lahti at the address of Ankkurikatu 7, 15140 Lahti. Recording
of the persons signed in for the meeting and delivering of the ballots will
start at 12.30 p.m.
FOLLOWING MATTERS SHALL BE HANDLED AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF THE COMPANY:
1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Recording the legality and the quorum of the Meeting
4. Election of person to scrutinize the minutes
5. Presentation of the financial statements for 2008, including consolidated
financial statements, and annual report
6. Presentation of the auditor´s report
Presentation of the CEO´s review
7. Adoption of the financial statements of the parent company and consolidated
financial statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of the dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.15 per share be paid from the financial year 2008. The remaining funds
shall be left to the unrestricted equity. The dividend will be paid to the
shareholders registered in the shareholders' register maintained by Euroclear
Finland Ltd (formerly Finnish Central Securities Depository Ltd) as the record
date. The record date of the payment of dividend is 31 March 2009. The dividend
shall be paid on 7 April 2009.
9. Resolution on the discharge from liability of members of the Board of
Directors and 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 Board of Directors proposes to the Annual General Meeting that the number of
the Board of Directors shall be six members. Additionally, it is proposed that
the remuneration of the members of the Board of Directors shall be EUR 600 per
meeting and the remuneration for the Chairman of the Board shall be EUR 1.200
per meeting. Additionally, it is proposed that the remuneration of the Board of
Directors shall be EUR 1.300 per month for the member of the Board and EUR 2.600
for the Chairman of the Board. The Board of Directors proposes that the auditor
will be paid a fee against invoice by the principles approved by the Board of
Directors
11. Election of the Board of Directors
Shareholders representing more than 40 per cent of the company´s shares and
voting rights have proposed that the Annual General Meeting of Shareholders
re-elects all the current members of the Board of Directors, and additionally Mr
Robert Ingman shall be elected as a new member of the Board of Directors. The
present members of the Board of Directors are Mr Tapio Hakakari, Mr Heikki
Hornborg, Mr Tapani Mönkkönen, Mr Pertti Nupponen and Mr Matti Virtaala.
Personal data of Mr Robert Ingman is available at the company´s web site at
www.etteplan.com.
12. Election of auditor
The Board of Directors 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. Board of Directors´ proposal to authorize the Board to acquire the company´s
own shares
Board of Directors´ proposal, whereby the Annual General Meeting grants the
Board the authority to acquire the 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.
14. Closing of the Meeting
INFORMATION
The copies of the proposals by the Board of Directors mentioned on the agenda
above, together with financial statements, annual report and audit report will
be available for shareholders disposal at the company´s head office in
Terveystie 18, 15860 Hollola. Copies of the documents will be sent to
shareholders on request and also be available at the Annual General Meeting.
INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING
Right to attend and registration
A shareholder who on Monday 16 March 2009, 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 intention to do so by Thursday 19 March 2009 at 4 p.m.
Finnish time either by mail to Etteplan Oyj, Yhtiökokous, Terveystie 18, 15860
Hollola, by telephone to number +358 10 307 2006 or by e-mail to
registration@etteplan.com.
Written notifications to participate in the meeting must have arrived to the
company 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 forms, identified and dated, should be delivered to the company to be
inspected to the address mentioned above before the deadline to notify the
attending of the meeting.
Nominee-registered shareholders
Nominee-registered shareholders wishing to attend the Annual General Meeting
must enter their shares in the company´s shareholder register by the record date
for the Meeting, 16 March 2009.
Nominee-registered shareholders are advised to request the necessary
instructions regarding entry in the company´s shareholder register, the issuing
of proxy documents and registration for the Annual General Meeting from their
account holder.
Other instructions and information
At the date of this Invitation, 4 March 2009, the total number of shares and
votes conveyed by these shares in Etteplan Oyj is 20.179.414.
Hollola, March 4, 2009
Etteplan Oyj
Board of Directors
More information:
Matti Hyytiäinen, President and CEO, at tel. +358 400 710 968
DISTRIBUTION
NASDAQ OMX Helsinki Ltd.
Major media
www.etteplan.com
