ETTEPLAN OYJ: INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Stock exchange release – Published: 30.08.2005 14:00:00
INVITATION TO THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS The shareholders of Etteplan Oyj are invited to the Extraordinary General Meeting of Shareholders. The Meeting will be held on September 21st, 2005 at 1.00 p.m. in Bank, Meeting Point, at the address of Unioninkatu 20, 00130 Helsinki. Recording of the persons singed in for the meeting and delivering of the ballots will start at 12.30. Following matters shall be handled at the extraordinary general meeting of shareholders: 1. The Board of Directors' proposal that the Extraordinary General Meeting resolve to cancel the authorization of the Board of Directors to take convertible loans and/or issue option rights and/or decide to increase the share capital resolved by the Annual General Meeting on March 23rd, 2005 and delete the notations from the Trade Register. 2. The Board of Directors' proposal that the Extraordinary General Meeting resolve to authorize the Board of Directors to decide within one year from the date of the Extraordinary General Meeting to take one or more convertible bond loans 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, the Board of Directors' unexercised, valid authorizations shall, with regard to the total amount of increase and the total number of voting rights attached to the shares to be issued, correspond together 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 454,802.25. The authorization shall include the right to deviate from the share- holders' 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 bond loans and option rights. Deviation from the shareholders' pre-emptive rights is subject to 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 by way of a new share issue 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 Extraordinary General Meeting, i.e. from September 21st, 2005 to September 21st, 2006. 3. The Board of Directors' proposal that the Extraordinary General Meeting resolve to amend paragraph 10 § of the Articles of Association as follows: "10 § Shareholders' Meeting" The shareholders' meeting shall be held at the company's domicile or in Lahti, in Vantaa or in Helsinki as decided by the Board of Directors of the Company. 4. Supplementing the composition of the Board of Directors The Shareholders representing more than 40 per cent of the shares and voting rights in the company have proposed that the Extraordinary General Meeting elect Mr. Pertti Nupponen, Doctor of Economic Sciences, Master of Science in Engineering as a new member of the Board of Directors to replace the late member of the Board of Directors, Mr. Tapani Tuori. Information Photocopies of the above mentioned proposals of the Board of Directors including appendices thereto will be available for shareholders' disposal from September 14th, 2005, 9 a.m. onwards at the company's head office at Terveystie 18, FIN-15860 Hollola. Photocopies of the above mentioned documents will be sent to the shareholders on their request. Eligibility to attend the meeting To be eligible to attend the meeting, shareholders should be registered as at September 9th, 2005 in the company's register of shareholders kept by the Finnish Central Securities Depositary (APK). Shareholder wishing to attend the Extraordinary General Meeting should notify the company or his/her intention to do so by September 14th, 2005 at 4 p.m. at the latest either by a written notification to the address: Etteplan Oyj, Terveystie 18, FIN-15860 Hollola or by telephone to the number: +358 3 872 9069 or by email to the address: info@ette.com. Written notifications to attend the meeting must be received before the deadline above. Any proxy forms, identified and dated, should be delivered to the company to be inspected to the address mentioned above before the deadline to notify the attending of the meeting. Hollola, 30 August 2005 Etteplan Oyj Board of Directors For additional information, contact: CEO Heikki Hornborg, tel. +358 400 873 063 DISTRIBUTION: Helsinki Exchanges www.etteplan.com