INVITATION TO ETTEPLAN OYJ’S ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROPOSAL OF BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Stock exchange release – Published: 02.03.2010 14:00:00
INVITATION TO ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROPOSAL
OF BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Etteplan Oyj are invited to the Annual General Meeting of
Shareholders. The meeting will be held on March 24, 2010 at 1 p.m. at premises
of the Company in Vantaa at the address of Ensimmäinen Savu, 01510 Vantaa.
Recording of the persons signed in for the meeting and delivering of the ballots
will start at 12.30 p.m.
MATTERS ON THE AGENDA OF THE GENERAL MEETING OF SHAREHOLDERS
1. Opening of the Meeting
2. Election of the Chairman of the Meeting
3. Recording the legality and the quorum of the Meeting
4. Election of person to scrutinize the minutes
5. Presentation of the financial statements for 2009, including consolidated
financial statements, and annual report
- Presentation of the CEO´s review
6. Presentation of the auditor´s report
7. Adoption of the financial statements of the parent company and consolidated
financial statements
8. Resolution on the use of the profit shown on the balance sheet and the
payment of the dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0.04 per share be paid from the financial year 2009. The remaining funds
shall be left to the unrestricted equity. The dividend will be paid to the
shareholders registered in the shareholders' register maintained by Euroclear
Finland Ltd (formerly Finnish Central Securities Depository Ltd) as the record
date. The record date of the payment of dividend is March 29, 2010. The dividend
shall be paid on April 7, 2010.
9. Resolution on the discharge from liability of members of the Board of
Directors and the CEO
10. Resolution on the number of members of the Board of Directors as well as
resolution on the remuneration of the members of the Board of Directors and
the auditor
The Board of Directors proposes to the Annual General Meeting that the number of
the Board of Directors shall be six members. Additionally, it is proposed that
the remuneration of the members of the Board of Directors shall be EUR 600 per
meeting and the remuneration for the Chairman of the Board shall be EUR 1,200
per meeting. Additionally, it is proposed that the remuneration of the Board of
Directors shall be EUR 1,300 per month for the member of the Board and EUR 2,600
for the Chairman of the Board. The Board of Directors proposes that the auditor
will be paid a fee against invoice by the principles approved by the Board of
Directors.
11. Election of the Board of Directors
The Board of Directors´ Nomination and Compensation Committee of Etteplan Oyj
proposes that the Annual General Meeting re-elects the present members Tapio
Hakakari, Heikki Hornborg, Robert Ingman and Pertti Nupponen as members of the
Board of Directors, and additionally Satu Rautavalta and Teuvo Rintamäki shall
be elected as new members of the Board of Directors. Shareholders representing
approximately 45 percent of the company´s shares and voting rights have
announced to support the proposal.
Personal data of Satu Rautavalta and Teuvo Rintamäki is available at the
company´s website at www.etteplan.com.
12. Election of auditor
The Board of Directors proposes that Authorized Public Accounting Firm
PricewaterhouseCoopers Oy, with Authorized Public Accountant Mr Mika Kaarisalo
as the main responsible auditor be elected as the company´s auditor.
13. Board of Directors´ proposal to authorize the Board of Directors to decide
on share issue and option rights and other special rights entitling to
shares as well as to decide on the transfer of the company´s own shares
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 five (5) years from the
resolution of the Annual General Meeting, i.e. from March 24, 2010 to March 24,
2015. The authorisation shall replace the previous authorization granted to the
Board of Directors.
14. Board of Directors´ proposal to authorize the Board to acquire the
company's own shares
Board of Directors´ proposal, whereby the Annual General Meeting grants the
Board the authority to acquire the company´s own shares in one or more lots
using the company´s unrestricted equity. A maximum of 2,000,000 of the company's
own shares can me acquired. The Board of Directors shall have the right to
decide who the shares are acquired from or, the Board of Directors has the right
to decide on a directed acquisition of own shares.
The authorization includes the right to decide the acquiring of the company´s
own shares through a tender offer made to all shareholders on equal terms and
conditions and at the price determined by the Board of Directors or in public
trading organized by the NASDAQ OMX Helsinki at the market price valid at any
given time so that the company´s holdings of combined own shares is maximum of
ten (10) per cent of all the company´s shares. The minimum price for the shares
to be acquired is the lowest market price quoted for a share in public trading
during the validity of the authorization and, correspondingly, the maximum price
is the highest market price quoted for a share in public trading during the
validity of the authorization.
If the shares are acquired in public trading, the shares will not be acquired in
proportion of the current shareholdings. Thus, there must be a substantial
financial reason from the company´s point of view for the acquisition of the own
shares. 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.
Acquiring will reduce the non-restricted equity.
The authorization is valid for 18 months from the date of the decision of the
Annual General Meeting starting on March 24, 2010 and ending on September 24,
2011. The authorization shall replace the previous authorization.
15. Amending articles of association
The Board of Directors proposes that the Annual General Meeting shall adopt a
resolution to amend the articles of association's paragraph 9 as follows:
"9 § Invitation to the General Meeting of Shareholders
Invitation to the General Meeting of Shareholders shall be published in the
company's website no earlier than two (2) calendar months and no later than
three (3) weeks prior to the meeting, but no later than nine (9) days before the
record date of the General Meeting. The Board of Directors may also decide to
publish the invitation to the General Meeting of Shareholders in a one Finnish
national newspaper determined by the Board of Directors."
16. Closing of the Meeting
DOCUMENTS OF THE GENERAL MEETING OF SHAREHOLDERS
The proposals of the Board of Directors and its committees relating to the
agenda of the Annual General Meeting as well as this notice are available on
Etteplan Oyj's website at www.etteplan.com. The company's Annual Accounts, the
report of the Board of Directors and the Auditor's report, are available on the
above-mentioned website no later than on March 3, 2010. Copies of the documents
will be sent to shareholders on request and also be available at the Annual
General Meeting. The minutes of the meeting will be available on the
above-mentioned website as from April 7, 2010 at the latest.
INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING OF SHAREHOLDERS
Right to attend and registration
A shareholder who on Friday March 12, 2010, is registered as a shareholder in
the company´s shareholder register maintained by Euroclear Finland Ltd (Finnish
Central Securities Depository Ltd) is entitled to attend the Annual General
Meeting.
A shareholder who wishes to attend in the Annual General Meeting must notify the
company of his/her intention to do so by March 19, 2010 at 4 p.m. Finnish time
either by mail to Etteplan Oyj, Yhtiökokous, Terveystie 18, 15860 Hollola, by
telephone to number +358 10 307 2006 or by e-mail to registration@etteplan.com.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business ID, address, telephone number and the
name of a possible assistant. The personal data given to Etteplan Oyj is used
only in connection with the Annual General Meeting and with the processing of
related registrations.
Pursuant to chapter 5, section 25 of the Company's Act, a shareholder who is
present at the General Meeting has the right to request information with respect
to the matters to be considered at the Meeting.
Written notifications to participate in the Meeting must have arrived to the
company prior to the expiry of the registration period.
Proxy representative and powers of attorney
Shareholders may attend the Annual General Meeting and exercise their rights at
the Meeting by way of proxy representation. Proxy representatives must produce a
dated letter of proxy or demonstrate in some other reliable manner their right
to represent the shareholder at the Meeting.
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.
When a shareholder participates in the Annual General Meeting by means of
several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting.
Nominee-registered shareholders
Nominee-registered shareholders are advised to request the necessary
instructions regarding entry in the company´s shareholder register, the issuing
of proxy documents and registration for the Annual General Meeting from their
account holder.
The account management organization of the custodian bank will register a holder
of nominee registered shares, who wants to participate in the Annual General
Meeting, to be temporarily entered into the shareholders' register of the
company at the latest on March 19, 2010 at 10.00 a.m.
Other instructions and information
At the date of this Invitation, March 2, 2010, the total number of shares and
votes conveyed by these shares in Etteplan Oyj is 20,179,414.
Hollola, March 2, 2010
Etteplan Oyj
BOARD OF DIRECTORS
Additional information:
President and CEO Matti Hyytiäinen, tel. +358 400 710 968
DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.etteplan.com
Etteplan is a specialist in industrial equipment engineering and technical
product information solutions and services. Our customers are global leaders in
their fields and operate in areas like the automotive, aerospace and defence
industries as well as the electricity generation and power transmission sectors,
and material flow management.
Etteplan has comprehensive competence in electronics and embedded systems
development, automation and electrical design, mechanical design and technical
product information solutions and services.
Etteplan's strength lies in its highly skilled employees who, being located near
to the customers, are able to develop close, long term business relationships.
We implement solutions globally according to customer needs.
Etteplan's shares are listed on NASDAQ OMX Helsinki Ltd under the ETT1V ticker.
