INVITATION TO ANNUAL GENERAL MEETING OF SHAREHOLDERS
Stock exchange release – Published: 08.03.2007 10:00:00
The shareholders of Etteplan Oyj are invited to the Annual General Meeting of
Shareholders. The meeting will be held on 29 March 2007 at 1.00 p.m. at
Sibeliustalo in Lahti at the address of Ankkurikatu 7, 15140 Lahti. Recording of
the persons signed in for the meeting and delivering of the ballots will start
at 12.30 p.m.
Following matters shall be handled at the Annual General Meeting of
Shareholders:
1. Matters pertaining to the Annual General Meeting of Shareholders under
article 10 of the Articles of Association.
2. The Board of Directors' proposal that the Annual General Meeting of
Shareholders resolves to authorize the Board of Directors to decide to issue
maximum of 4,000,000 shares through issuance of shares, option rights or other
special rights entitling to shares under Chapter 10, Section 1 of the Companies
Act in one or more issues. The authorization includes a right to issue new
shares or assign company's own shares held by the company.
The authorization includes a right to deviate from the existing shareholders'
pre-emptive subscription right as set forth in the Companies Act Chapter 9,
Section 3. Therefore, the Board of Directors has a right to direct the share
issue or issuance of option rights or other special rights entitling to shares.
The authorization includes also a right to determine on all the terms of share
issue, option rights or other special rights entitling to shares. The
authorization includes therefore a right to determine on share subscription
prices, persons entitled to subscribe the shares and other terms and conditions
applicable to the subscription. In order to deviate from the shareholders'
pre-emptive subscription right, the company must have a substantial financial
reason such as financing of a company acquisition, other arrangement in
connection with the development of the company's business or equity or an
incentive scheme to the personnel. In connection of the share issuance the Board
of Directors is entitled to decide that the shares may be subscribed against
contribution in kind or otherwise under special terms and conditions. The
authorization includes a right to determine whether the subscription price will
be entered into the share capital or into the reserve of invested non-restricted
equity.
The authorization is effective for a period of three (3) years from the
resolution of the Annual General Meeting, i.e. from 29 March 2007 to 29 March
2010.
3. The Board of Directors' proposal that the Annual General Meeting of
Shareholders resolves to authorize the Board of Directors to decide to acquire
company's own shares in one or more lots with
non-restricted equity of the company. The acquisition of company's own shares
may be executed in deviation from the proportional shareholdings. Therefore, the
company has also a right to direct
the acquisition of company's own shares.
The authorization includes a right to acquire the company's shares through a
tender offer made to all the shareholders of the company on the same terms and
for a price determined by the Board of Directors or in public trade at the
applicable quoted price to the effect that total number of acquired shares shall
be no more than ten (10) per cent of all the company's shares. The minimum share
purchase price for acquiring company's own shares is the lowest quoted price in
public trade and the maximum purchase price is the highest quoted price in
public trade during the period of validity of the authorization.
If shares are acquired in pubic trade the acquisition shall not be made in
proportion to the shareholdings. Thus, there must be a substantial financial
reason for the company. The shares may be acquired in order to be used as
consideration in potential company acquisitions or in other structural
arrangements. The shares may be used as well for carrying out company's
incentive scheme provided to the personnel. The acquired shares may be kept by
the company, invalidated or assigned onwards.
The acquisition of shares will decrease non-restricted equity of the company.
The authorization is effective for a period of eighteen (18) months from the
resolution of the Annual General Meeting, i.e. from 29 March 2007 to 29
September 2008.
Information
Photocopies of the above mentioned proposals of the Board of Directors and the
financial statement, annual report and the auditor's report will be available
for shareholders' disposal on 22 March 2007 at 9.00 a.m. at the company's head
office at Terveystie 18, 15860 Hollola. Photocopies of the above mentioned
documents will be sent to the shareholders on their request. Annual report that
includes information on the final accounts will be sent, without a separate
request, to all the shareholders that are listed in the register of shareholders
as per 2 March 2007.
Eligibility to attend the meeting
A shareholder who on Monday 19 March 2007 is registered as a shareholder in the
company's shareholders' register maintained by the Finnish Central Securities
Depositary has the right to attend the Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting should notify the
company of their intention to do so by 22 March 2007 at 4.00 p.m. either by a
written notification to the address of: Etteplan Oyj, Terveystie 18, 15860
Hollola, or by telephone to the number of: +358 10 307 2006 or by email to the
address of: 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.
Payment of dividend
The Board of Directors has decided to propose to the Annual General Meeting of
Shareholders that a dividend of EUR 0.26 per share shall be paid for the
financial year 2006. The remaining profit will be kept in the free equity. The
dividend will be paid to the shareholders registered in the shareholders'
register maintained by the Finnish Central Securities Depositary as the record
date. The record date of the payment of dividend is 3 April 2007. The dividend
shall be paid on 12 April 2007.
Board of directors' composition
The shareholders representing more than 30 per cent of the shares and voting
rights in the company have proposed that the Annual General Meeting of
Shareholders re-elects all the current members of the Board of Directors. At the
moment current members of the Board are the Chairman of the Board Mr Tapani
Mönkkönen, Managing Director Mr Heikki Hornborg, Mr Tapio Hakakari, Mr Pertti
Nupponen and Mr Matti Virtaala.
Hollola, 8 March 2007
Etteplan Oyj
Board of Directors
For additional information, contact: CEO Heikki Hornborg,
tel. +358 400 873 063.
DISTRIBUTION: Helsinki Stock Exchange
Principal media
www.etteplan.com
