ETTEPLAN OYJ’S ANNUAL GENERAL MEETING 28 MARCH 2008
Stock exchange release – Published: 28.03.2008 16:30:00
ETTEPLAN OYJ'S ANNUAL GENERAL MEETING 28 MARCH 2008 The Annual General Meeting of Etteplan Oyj was held today, 28 March 2008, in Vantaa. The AGM adopted the financial statements for the financial year 2007 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 2007 of EUR 0.21 per share, or a total of EUR 4,224,733.80. The remaining profit will be retained in distributable equity. The date of record for the payment of dividend will be 2 April 2008 and the payment date will be 9 April 2008. The number of members on the Board of Directors was confirmed as five. The members re-elected to the Board were Tapio Hakakari, Heikki Hornborg, Tapani Mönkkönen, Pertti Nupponen and Matti Virtaala. The auditor elected was PricewaterhouseCoopers Oy, a firm of authorized 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 28 March 2008 to 28 March 2011. The proposed authorization shall replace the previous authorization granted to the Board of Directors. (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 28 March 2008 to 28 September 2009. The proposed authorization shall replace the previous authorization granted to the Board of Directors. Hollola; March 28, 2008 Etteplan Oyj Board of Directors More information is available from Matti Hyytiäinen, President and CEO of Etteplan Oyj (tel. +358 400 710 968). DISTRIBUTION: OMX Nordic Exchange Helsinki Principle media www.etteplan.com
