ETTEPLAN OYJ’S ANNUAL GENERAL MEETING 29 MARCH 2007
Stock exchange release – Published: 29.03.2007 15:30:00
The Annual General Meeting of Etteplan Oyj was held today, 29 March 2007, in
Lahti. The AGM adopted the financial statements for the financial year 2006
and granted exemption from personal liability to the members of the Board of
Directors and the CEO.
The Annual General Meeting passed a resolution on a motion by the Board of
Directors to pay a dividend for the year 2006 of EUR 0.26 per share, or a
total of EUR 2,592,012.02. The remaining profit will be retained in
distributable equity. The date of record for the payment of dividend will
be 3 April 2007 and the payment date will be 12 April 2007.
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, Pertti Nupponen 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 the following resolutions, too:
(i)
a resolution according to which the Board of Directors is authorized 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.
(ii)
a resolution according to which the Board of Directors is authorized 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.
Hollola, 29 March 2007
Etteplan Oyj
Board of Directors
For additional information, contact: CEO Heikki Hornborg,
tel. +358 400 873 063.
DISTRIBUTION: Helsinki Exchanges
Principal media
www.etteplan.com
