ETTEPLAN OYJ SPLITS COMPANY’S SHARE AND INCREASES SHARE CAPITAL BY A BONUS ISSUE
Stock exchange release – Published: 23.03.2005 17:00:01
ETTEPLAN OYJ SPLITS COMPANY'S SHARE AND INCREASES SHARE CAPITAL BY A BONUS ISSUE The Annual General Meeting of Etteplan Oyj was held today, 23 March 2005, in Lahti. The AGM adopted the financial statements for the financial year 2004 and granted exemption from personal liability to the members of the Board of Directors and the CEO. The Annual General Meeting passed a motion by the Board of Directors to decrease the accounting par value of the shares without decreasing the share capital of the company (so called split). The Annual General Meeting passed the motions put forward by the Board of Directors to authorize the Board of Directors to increase the share capital by a new issue of shares, to acquire company's own shares and to convey the company's own shares as well as to increase the company's share capital by a bonus issue. In addition the AGM passed the motion by the Board of Directors to amend the paragraphs 3 § and 4 § of the Articles of Association. The Annual General Meeting passed a resolution on a motion by the Board of Directors to pay a dividend for the year 2004 of EUR 0.30 per share, or a total of EUR 1 304 505. The remaining profit will be retained in distributable equity. The date of record for the payment of dividend will be 30 March 2005 and the payment date will be 6 April 2005. The number of members on the Board of Directors was confirmed as five. The members re-elected to the Board were Tapani Mönkkönen, Heikki Hornborg, Tapio Hakakari, Tapani Tuori and Matti Virtaala. Tapani Mönkkönen was re-elected as chairman of the Board of Directors. The auditor elected was PricewaterhouseCoopers Oy, a firm of authorised public accountants, with Mika Kaarisalo APA as the auditor in charge. All the resolutions of the Annual General Meeting were passed unanimously. The Annual General Meeting made a resolution to cancel and remove from the Trade Register the previously made resolutions. The Annual General Meeting made the following resolutions, too: (i) a resolution according to which the Board of Directors is authorized to decide within one year from the date of the Annual General Meeting to take one or more convertible bonds and/or issue option rights and/or decide to increase the share capital in one or more lots by using new issue so that when issuing convertible bonds or option rights or new issues together, the Board of Directors' unexercised, valid authorizations shall, however, with regard to the total amount of increase and the total number of voting rights attached to the shares to be issued, correspond to no more than one-fifth of the registered share capital and the aggregate number of voting rights attached to the shares at the date of the resolution of the General Meeting of Shareholders concerning the authorization and the decision of the Board of Directors to increase the share capital. Pursuant to the authorization the company's share capital may be increased by a maximum of EUR 86,969. The authorization includes the right to deviate from the existing shareholders' pre-emptive rights to subscribe for new shares according to Chapter 4 Section 2 of the Companies Act and the right to decide on the subscription prices, the parties entitled to subscribe for the shares, the terms and conditions applicable to the subscription as well as the terms and conditions of the convertible bonds and option rights. The precondition for the deviation from the pre-emptive rights is a weighty financial reason, such as financing of a company acquisition, other arrangement in connection with the development or the company's business or equity and/or an incentive scheme to the personnel. In connection with the increase of the share capital the Board of Directors is entitled to decide that the shares can be subscribed against contribution in kind or otherwise under special terms and conditions. The Board of Directors may not decide in favor of a member of the inner circle of the company. The authorization is effective for a period of one year from the resolution of the Annual General Meeting, i.e. from 23 March 2005 to 23 March 2006. (ii) a resolution according to which the Board of Directors is authorized to acquire the company's own shares in one or more lots to the effect that the company may use funds distributable as profit otherwise than in proportion to the holdings of the shareholders. The authorization includes the right to acquire the company's shares in public trade at the applicable quoted price to the effect that the total accounting par value and the voting rights attached to the acquired shares shall be no more than five (5) per cent of the company's share capital and the aggregate number of voting rights after the acquisition of the shares. Since the shares shall be acquired in public trade, the acquisition shall not be made in proportion to the holdings of the shareholders. The shares may be acquired in order to be used as consideration in potential company acquisitions or in other structural arrangements. The acquired shares may also be invalidated. The acquisition of shares will decrease the distributable equity. Since the maximum number of shares to be acquired is five (5) per cent of the company's share capital and no more than five (5) per cent of the voting rights attached to the shares, the acquisition of shares shall not have a material impact on the shareholding and the voting rights in the company. The authorization is effective for a period of one year from the resolution of the Annual General Meeting, i.e. from 23 March 2005 to 23 March 2006. (iii) a resolution according to which the Board of Directors is authorized to convey, in one or more lots, the company's own shares acquired pursuant to the authorization set forth in section (ii). The authorization to the Board of Directors includes the right to convey to the effect that the aggregate accounting par value and the voting rights attached to the shares shall be no more than five (5) per cent of the company's share capital and the aggregate number of voting rights attached to the shares at the time of the convey. The authorization includes the right to decide to whom and in which order the company's own shares shall be conveyed and the right to convey the shares otherwise than in proportion to the shareholders pre-emptive rights to acquire shares of the company. The shares may be used as consideration in company acquisitions or other structural arrangements, sold in the public market or invalidated in a manner and to the extent determined by the Board of Directors. The Board of Directors shall decide on the price of the conveyance and the grounds on the basis of which the price shall be determined. The shares may be conveyed against contribution in kind. The authorization is effective for a period of one year from the resolution of the Annual General Meeting, i.e. from 23 March 2005 to 23 March 2006. (iiii) a resolution to increase the company's share capital by a bonus issue of EUR 1,739,380.00. In the bonus issue each share's accounting par value shall be increased from EUR 0.10 to EUR 0.50. The amount equivalent to the increase of the share capital shall be removed from the premium fund to the share capital. The record date for the bonus issue is 30 March 2005. The bonus issue shall be executed in the book- entry system and therefore it will not require any actions from the shareholders. (iiiii) a resolution to decrease the accounting par value of the shares without decreasing the share capital of the company (so called split). The decrease of the accounting par value of the shares shall be executed in the way that each share having an accounting par value of EUR 0.50 shall be divided so that for each such share the share- holders shall be entitled to receive two (2) new shares having an accounting par value of EUR 0.25. The split is estimated to take place on 30 March 2005. The stock lot remains as 100 pieces. (iiiiii) a resolution to amend the paragraphs 3 § and 4 § of the Articles of Association as follows: "3 § Share capital" The minimum share capital of the company is EUR 2,000,000 and and the maximum share capital of the company is EUR 20,000,000 in which limits the share capital may be increased or decreased without amending the Articles of Association. "4 § Amount of the shares" The company has at least 1,000,000 shares and at most 100,000,000 shares. Hollola, 23 March 2005 Etteplan Oyj Board of Directors For additional information, contact: Financial Director Ritva Mönkkönen, tel. +358 3 872 9012, GSM +358 400 485 878. DISTRIBUTION: Helsinki Exchanges Principal media www.etteplan.com