RESOLUTIONS BY ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
RESOLUTIONS BY ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting of Shareholders of Etteplan Oyj was held today, March 24, 2010 at premises of the Company in Vantaa. The meeting was opened by Chairman of the Board of Directors Heikki Hornborg and chaired by Mika Ståhlberg, attorney-at-law. The Annual General Meeting approved the Financial Statements for financial year 2009 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 0.04 per share be paid from the financial year 2009. 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 March 29, 2010. The dividend shall be paid on April 7, 2010. The Annual General Meeting passed a resolution, in accordance with the proposal of the Board of Directors, that six members be elected to the seats of the Board of Directors. Additionally, the Annual General Meeting resolved the remuneration of the members of the Board of Directors to be EUR 600 per meeting and the remuneration for the Chairman of the Board to be EUR 1,200 per meeting as well as the remuneration of the Board of Directors to be EUR 1,300 per month for the member of the Board and EUR 2,600 for the Chairman of the Board. In accordance with the proposal of the Board of Directors´ Nomination and Compensation Committee Tapio Hakakari, Heikki Hornborg, Robert Ingman and Pertti Nupponen were re-elected as members of the Board of Directors as well as Satu Rautavalta and Teuvo Rintamäki were elected as new members of the Board of Directors. The auditor elected was PricewaterhouseCoopers Oy, Authorized Public Accounting Firm with Authorized Public Accountant Mr Mika Kaarisalo as the main responsible auditor. The fees for the auditor are paid according to invoice by the principles approved by the Board of Directors. The Annual General Meeting authorized the Board of Directors to decide to issue 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 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 effective for a period of five (5) years from the resolution of the Annual General Meeting, i.e. from March 24, 2010 to March 24, 2015. The authorisation shall replace the previous authorization granted to the Board of Directors. The Annual General Meeting resolved, in accordance with proposal of the Board of Directors, to grant 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 March 24, 2010 and ending on September 24, 2011. The authorization shall replace the previous authorization. The Board of Directors adopted a resolution to amend the articles of association's paragraph 9 as follows: "9 § Invitation to the General Meeting of Shareholders Invitation to the General Meeting of Shareholders shall be published in the company's website no earlier than two (2) calendar months and no later than three (3) weeks prior to the meeting, but no later than nine (9) days before the record date of the General Meeting. The Board of Directors may also decide to publish the invitation to the General Meeting of Shareholders in a one Finnish national newspaper determined by the Board of Directors." Hollola, March 24, 2010 Etteplan Oyj BOARD OF DIRECTORS Additional information: President and CEO Matti Hyytiäinen, tel. +358 400 710 968 DISTRIBUTION: NASDAQ OMX Helsinki Major media www.etteplan.com Etteplan is a specialist in industrial equipment engineering and technical product information solutions and services. Our customers are global leaders in their fields and operate in areas like the automotive, aerospace and defence industries as well as the electricity generation and power transmission sectors, and material flow management. Etteplan has comprehensive competence in electronics and embedded systems development, automation and electrical design, mechanical design and technical product information solutions and services. Etteplan's strength lies in its highly skilled employees who, being located near to the customers, are able to develop close, long term business relationships. We implement solutions globally according to customer needs. In 2009, Etteplan had turnover of EUR 98.7 million. Etteplan's shares are listed on NASDAQ OMX Helsinki Ltd under the ETT1V ticker.