Invitation to Etteplan Oyj's Extraordinary General Meeting of shareholders
ETTEPLAN OYJ, STOCK EXCHANGE RELEASE, OCTOBER 18, 2013, AT 14.00 P.M.
INVITATION TO ETTEPLAN OYJ’S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The shareholders of Etteplan Oyj (“Company”) are invited to the Extraordinary General Meeting of Shareholders. The Meeting will be held on November 18, 2013 starting at 1 p.m. at the premises of the Company at the address Ensimmäinen Savu, 01510 Vantaa, Finland.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING:
1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Recording the legality of the Meeting and quorum
4. Election of person to scrutinize the minutes and persons to supervise the counting of votes
5. Changing the Articles of association of the Company
The Board proposes that the Articles of association of the Company would be changed in a way that the new place of domicile of the Company is Vantaa and the head office of the Company is situated in Vantaa. Additionally, Section 7 of the Articles of association would be changed so that instead of choosing one auditor to the company, one or two auditors could be chosen. If two auditors are selected, at least one auditor would need to be an Authorized Public Accounting Firm.
6. Election of the Board of Directors
The Nomination and Remuneration Committee proposes that the Extraordinary General Meeting would re-elect the present members Tapio Hakakari, Heikki Hornborg, Robert Ingman, Pertti Nupponen, and Teuvo Rintamäki and elect Leena Saarinen as a new member 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.
7. Election of a second Auditor to the Company
The Board proposes that a second auditor in addition to the present Company’s Auditor is elected. The present Company’s Auditor is Authorized Public Accounting Firm PricewaterhouseCoopers Oy, with Authorized Public Accountant Mr. Mika Kaarisalo as the main responsible auditor. The Board proposes that Olli Wesamaa is elected as the second auditor.
8. Closing of the Meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The proposals of the Board of Directors and its Nomination and Remuneration Committee relating to the agenda of the Extraordinary General Meeting are available on Etteplan Oyj's website at www.etteplan.com no later than on October 28, 2013. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website no later than on December 2, 2013.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINADY GENERAL MEETING OF SHAREHOLDERS
Right to attend and registration
A shareholder who on November 6, 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 Extraordinary General Meeting.
A shareholder who wishes to attend in the Extraordinary General Meeting must notify the Company of his/her intention to do so by November 13, 2013 at 4 p.m. Finnish time either by mail to Etteplan Oyj, Extraordinary General Meeting, Muovitie 1, 15860 Hollola, by telephone to number +358 10 307 2006 or by e-mail to registration@etteplan.com.
In connection with the registration, a shareholder shall notify his/her name, personal identification number or business ID, address, telephone number and the name of a possible assistant. The personal data given to Etteplan Oyj is used only in connection with the Extraordinary 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.
Proxy representative and powers of attorney
Shareholders may attend the Extraordinary 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.
When a shareholder participates in the Extraordinary 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.
Nominee-registered shareholders
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 Extraordinary 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 Extraordinary General Meeting, to be temporarily entered into the shareholders' register of the Company at the latest on November 13, 2013 at 10.00 a.m.
Other instructions and information
At the date of this Invitation, October 18, 2013, the total number of shares and votes conveyed by these shares in Etteplan Oyj is 20,179,414 of which 461,791 are company held shares. The company held shares do not have voting rights.
Hollola, October 18, 2013
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 2012, Etteplan had a turnover of EUR 134.5 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.