Resolutions of Etteplan Oyj’s Annual General Meeting of Shareholders
ETTEPLAN OYJ, Stock Exchange Release, April 2, 2020 at 11.15 a.m. (EEST)
Resolutions of Etteplan Oyj’s Annual General Meeting of Shareholders
The Annual General Meeting of Etteplan Oyj (the “Company”) was held today, April 2, 2020, at the premises of the Company in Vantaa.
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2019.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0,35 per share for the financial year 2019. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to shareholders registered on the record date in the Company’s shareholders' register maintained by Euroclear Finland Ltd. The record date of the payment of dividend is April 6, 2020 and the dividend shall be paid on April 15, 2020.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of five members.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the annual remuneration of the Board of Directors remain the same as previous year and shall be EUR 36,000 for each member of the Board and EUR 72,000 for the Chairman.
Additionally, the Annual General Meeting resolved on the remuneration of the Board of Directors, its Nomination and Remuneration Committee and Audit Committee per meeting as follows:
The Board of Directors
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Nomination and Remuneration Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Audit Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Matti Huttunen, Robert Ingman, Leena Saarinen and Mikko Tepponen as members of the Board of Directors. The Annual General Meeting further elected Päivi Lindqvist as a new member of the Board of Directors.
KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi as the main responsible auditor, was elected as the Company’s auditor. The auditor’s fees were resolved to be paid according to invoice approved by the Company.
The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of the Company’s own shares in one or more tranches using the Company’s unrestricted equity. A maximum of 2,000,000 shares in the Company may be repurchased. The Company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e., the Board has the right to decide on a directed repurchase of the Company’s own shares.
The authorization includes the right for the Board to resolve on the repurchase 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, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, so that the Company’s total holding of own shares does not exceed ten (10) per cent of all the shares in the Company.
The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the Company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the Company in public trading during the validity of the authorization.
Should the shares in the Company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case there must be a weighty financial reason for the Company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may as well be used for carrying out Company's incentive schemes for its personnel. The repurchased shares may be retained by the Company, invalidated or transferred further.
The repurchase of the Company's own shares will reduce the non-restricted equity of the Company.
The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on April 2, 2020 and ending on October 2, 2021. The authorization will replace the corresponding previous authorization.
The Annual General Meeting resolved to change the domicile of the Company from Vantaa to Espoo and resolved to thus change the Articles of Association of the Company by updating article 1 Business name and domicile to read as follows:
1 § Business name and domicile
The Company's business name is Etteplan Oyj, and it is domiciled in Espoo.
Vantaa, April 2, 2020
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
Etteplan provides solutions for industrial equipment and plant engineering, software and embedded solutions, and technical documentation solutions to the world’s leading companies in the manufacturing industry. Our services are geared to improve the competitiveness of our customers’ products, services 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 2019, Etteplan had a turnover of approximately EUR 263 million. The company currently has over 3,400 professionals in Finland, Sweden, the Netherlands, Germany, Poland and China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ETTE ticker. www.etteplan.com