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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
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