INVITATION TO ETTEPLAN OYJ’S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Etteplan Oyj, Stock Exchange Release, August 23, 2022, at 10.00 a.m. EEST
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 Wednesday October 19, 2022 starting at 9:00 a.m. at Leonardo auditorium, Innopoli 1 at the address Tekniikantie 12, 02150 Espoo, Finland. The reception of the shareholders who have registered for the Meeting will commence at 8:30 a.m. Shareholders can attend the meeting at the meeting venue. Shareholders may also authorize a Company named representative to represent them and exercise their rights to speak and vote on their behalf in the meeting, if they so wish.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING:
1. Opening of the Meeting
2. Calling the Meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the Meeting
5. Recording the attendance at the Meeting and adoption of the list of votes
6. Authorizing the Board of Directors to decide on a Rights Offering
The Company announced on August 23, 2022 that it plans for a rights offering of approximately 110-125 million euros. The subscription period for the offering is expected to commence during the last quarter of 2022. The Company announced on August 23, 2022 also a cash offer to the shareholders of Semcon AB (the “Offer”). The Company plans to use the funds raised in the rights offering to repay a part of the funding of the Offer.
Etteplan Oyj’s Board of Directors therefore proposes that the Extraordinary General Meeting authorizes the Board of Directors to resolve on the issuance of a maximum of 16,000,000 new shares. The shares are offered to the Company’s shareholders for subscription in proportion to their shareholding on the record date of the share issue (rights offering). The authorization includes the right for the Board of Directors to resolve to offer, on a secondary basis, the potentially unsubscribed shares to the shareholders or other persons for subscription. The Board of Directors is authorized to determine all other terms and conditions of the issuance of shares.
The authorization is valid until the close of the next Annual General Meeting, however, no longer than until 30 June 2023. It does not revoke the Company’s share issue authorization resolved on 8 April 2021 by the Annual General Meeting.
7. Closing of the Meeting
The shareholder representing approximately 66 percent of the Company’s shares and voting rights has announced to support all proposals to the Extraordinary General Meeting.
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B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The proposals for the decisions on the matters on the agenda of the Extraordinary General Meeting as well as this invitation are available on Etteplan Oyj's website at www.etteplan.com. Other documents which according to the Finnish Companies Act shall be kept available for the shareholders will be available on the above website no later than September 28, 2022. Copies of the afore mentioned documents will be sent to shareholders upon request and will also be available at the Extraordinary General Meeting.
The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as from November 2, 2022 at the latest.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Shareholders registered in the shareholders’ register
A shareholder who on October 7, 2022 is registered as a shareholder in the Company’s shareholder register maintained by Euroclear Finland Ltd is entitled to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the Company’s shareholder register.
A shareholder who wishes to participate in the Extraordinary General Meeting must notify the Company of his/her intention to do so by October 14, 2022 at 10:00 a.m. Finnish time either by mail to Etteplan Oyj, Extraordinary General Meeting 2022, Tekniikantie 4, Espoo, Finland, by e-mail to registration@etteplan.com or by telephone to +358 10 307 3222.
Should a shareholder not wish or be able to attend the Extraordinary General Meeting personally, may said shareholder authorize a Company representative (Etteplan Oyj’s Marketing and Communications Director Outi Torniainen, tel. +358 10 307 3302, outi.torniainen@etteplan.com) to represent him/her and exercise his/her rights to speak and vote on their behalf at the Extraordinary General Meeting. The authorization can be given by using the Power of Attorney template on the Company’s website www.etteplan.com. The authorization must be given in connection with the registration for the meeting.
Written notifications to participate in the Meeting must have arrived to the Company prior to the expiry of the registration period.
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 or proxy representative and the personal identification number of a proxy representative. The personal data given to Etteplan Oyj is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e. on October 7, 2022, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Ltd. The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by October 14, 2022 at 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary General Meeting.
Holders of nominee registered shares are advised to request the necessary instructions regarding the registration in the temporary shareholder’s register of the Company, the issuing of proxy documents and registration for the Extraordinary General Meeting from their custodian bank.
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, into the temporary shareholders' register of the Company at the latest on October 14, 2022 at 10:00 a.m.
Proxy representative and powers of attorney
Shareholders may participate in the Extraordinary General Meeting and exercise their rights at the Meeting by way of proxy representation. Proxy representatives shall produce a dated letter of proxy or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Meeting.
Any proxy documents, identified and dated, should be delivered to the Company for inspection to the address mentioned above before the deadline for the registration.
When a shareholder participates in the Extraordinary General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Extraordinary General Meeting.
Other instructions and information
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the Meeting.
On the date of this invitation, August 23, 2022, the total number of shares in Etteplan Oyj and votes represented by such shares is 25,200,793 of which 159,046 are shares held by the Company. The shares held by the Company do not have voting rights.
Espoo, August 23, 2022
Etteplan Oyj
Board of Directors
Additional information:
Juha Näkki, President and CEO, tel. +358 10 307 2777
Outi Torniainen, SVP, Marketing and Communications, tel, +358 10 307 3302
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.etteplan.com
Etteplan in brief
We are a rapidly growing technology service company specializing in software and embedded solutions, engineering solutions, and technical documentation solutions. We are a forerunner in the engineering industry and we differentiate ourselves by the wide-ranging competence of our experts. Our customers include world’s leading companies in the manufacturing industry. We help them to create a better world through engineering, innovation and digitalization.
Etteplan has lead the way in the engineering field already since 1983. In 2021, we had a turnover of EUR 300.1 million. The company currently has over 4,000 professionals in Finland, Sweden, the Netherlands, Germany, Poland, Denmark and China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ETTE ticker. www.etteplan.com