ETTEPLAN OYJ’S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Stock exchange release – Published: 21.09.2005 16:00:00
ETTEPLAN OYJ'S EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS The Extraordinary General Meeting of Etteplan Oyj was held today, 21 September 2005, in Helsinki. The Extraordinary General Meeting passed the motions put forward by the Board of Directors to authorize the Board of Directors to increase the share capital, to take convertible loans and/or issue option rights. In addition the Extraordinary General Meeting passed the motion by the Board of Directors to amend the paragraph 10 § of the Articles of Association. Mr. Pertti Nupponen, Doctor of Economic Sciences, Master of Science in Engineering was elected as a new member of the Board of Directors to replace the late member of the Board of Directors, Mr. Tapani Tuori. All the resolutions of the Extraordinary General Meeting were passed unanimously. The Extraordinary General Meeting made a resolution to cancel and remove from the Trade Register 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. The Extraordinary 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 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 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 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 favour 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. (ii) a resolution to amend the 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. Hollola, 21 September 2005 Etteplan Oyj Board of Directors For additional information, contact: CEO Heikki Hornborg, tel. +358 400 873 063. DISTRIBUTION: Helsinki Exchanges www.etteplan.com