Annual General Meeting
The shareholders exercise their decision-making power at the General Meeting which is the highest decision-making body in the Company. Each Company share entitles the holder to one vote at a General Meeting. The Company must hold one Annual General Meeting for shareholders annually, by the end of June. An Extra Ordinary General Meeting will be held, if the Board of Directors deems it necessary or if it is requested in writing by a Company auditor or shareholders holding a minimum of 10 percent of the Company's shares, for the purpose of discussing a specific issue. A shareholder may exercise his/her right to speak, ask questions and vote at the General Meeting. The matters to be considered at the Annual General Meeting (AGM) are specified in section 8 of Etteplan’s Articles of Association and in Chapter 5, Section 3 of the Companies Act.
Resolutions of the General Meeting are published without delay after the meeting by a stock exchange release and on the Company’s website.
Information on general meetings to shareholders
The Board shall convene the Annual General Meeting or an Extraordinary General Meeting with a notice to be published on the Company’s website. The notice must list the matters to be considered at the meeting. The Board may also decide to publish the invitation to the General Meeting in one Finnish national newspaper, determined by the Board. The notice to a meeting and the Board of Director’s proposals for the meeting are also published as a stock exchange release.
The notice of the General Meeting includes a proposal for the agenda of the meeting. The notice of the General Meeting, documents to be submitted to the General Meeting, and draft resolutions to the General Meeting will be available on the Company’s website at the earliest two months and at the latest three weeks before the General Meeting.
The minutes of the General Meeting shall be posted on the Company’s website within two weeks of the General Meeting. The documents related to the General Meeting shall be available on the Company’s website at least for five years after the General Meeting.
Organization of the general meeting
According to the Company’s Articles of Association the General Meeting shall be held in the Company's domicile or in Vantaa or Helsinki as decided by the Board of Directors of the Company.
To be able to participate in General Meeting, a shareholder must be registered on the record date of the General Meeting in Etteplan Oyj's shareholder register, maintained by Euroclear Finland Ltd. A nominee registered shareholder who intends to take part in General Meeting is advised to request the necessary instructions regarding entry in the Company’s shareholder register and the issuing of proxy documents from their account holder. A notification by a holder of nominee registered shares for temporary inclusion in the Company’s shareholders’ register is perceived as prior notice of participation in the General Meeting.
Shareholders must register for a General Meeting in advance, within the time prescribed in the notice. A shareholder may participate in a General Meeting personally or through a duly authorized proxy. The proxy must present a power of attorney form for such authorization. Upon registration for a General Meeting, the shareholder must report to the Company any powers of attorney issued. The shareholder and proxy may have an assistant present at the meeting.
A shareholder present at the Annual General Meeting has the right to request information on matters to be considered at the meeting. A shareholder also has the right to propose items for the agenda of the Annual General Meeting, as stipulated in the Finnish Companies Act, when the shareholder delivers a written proposal to the Board of Directors so well in advance that the item can be included in the notice to the meeting. The deadline set by the Company for such proposals is January 31, 2025.
Attendance of the board of directors, managing director and auditor at the general meeting
The Chairman of the Board of Directors and the members of the Board and its Committees as well as the CEO shall attend the General Meeting. In addition, the Auditor shall be present at the Annual General Meeting.
Attendance of a prospective director at a general meeting
A person proposed for the first time as Director shall participate in the General Meeting that decides on his or her election, unless there are well-founded reasons for absence.
AGM materials
Etteplan Oyj's Annual General Meeting of Shareholders will be held on April 8, 2025 at 11:00 a.m. Leonardo auditorium, Innopoli 1 at the address Tekniikantie 12, 02150 Espoo, Finland.
Etteplan Oyj's Annual General Meeting of Shareholders was held on April 9, 2024 at Leonardo auditorium, Innopoli 1 at the address Tekniikantie 12, 02150 Espoo, Finland.
Resolutions of Etteplan Oyj’s Annual General Meeting of Shareholders
The Annual General Meeting of Etteplan Oyj (the “Company”) was held on April 9, 2024, at Leonardo auditorium, Innopoli 1, Espoo, Finland.
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2023.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.30 per share for the financial year 2023. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to shareholders registered on the record date in the Company’s shareholders' register maintained by Euroclear Finland Ltd. The record date of the payment of dividend is April 11, 2024 and the dividend shall be paid on April 18, 2024.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of six (6) members.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the annual remuneration of the Board of Directors remain the same as previous year and shall be EUR 42,000 for each member of the Board and EUR 84,000 for the Chairman.
Additionally, the Annual General Meeting resolved on the remuneration of the Board of Directors, its Nomination and Remuneration Committee and Audit Committee per meeting as follows:
The Board of Directors
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Nomination and Remuneration Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Audit Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Matti Huttunen, Robert Ingman, Päivi Lindqvist, Tomi Ristimäki, Sonja Sarasvuo and Mikko Tepponen as members of the Board of Directors.
KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi as the main responsible auditor, was elected as the Company’s auditor. The auditor’s fees were resolved to be paid according to invoice approved by the Company. KPMG Oy Ab will also carry out the assurance of the Company’s sustainability reporting for the financial year 2024 in accordance with the transitional provision of the act changing the Limited Liability Companies Act (1252/2023). KPMG Oy Ab will be paid for this task according to invoice approved by the Company.
The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of the Company’s own shares in one or more tranches using the Company’s unrestricted equity. A maximum of 2,000,000 shares in the Company may be repurchased. The Company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e., the Board has the right to decide on a directed repurchase of the Company’s own shares.
The authorization includes the right for the Board to resolve on the repurchase 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, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, so that the Company’s total holding of own shares does not exceed ten (10) percent of all the shares in the Company.
The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the Company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the Company in public trading during the validity of the authorization.
Should the shares in the Company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case there must be a weighty financial reason for the Company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may as well be used for carrying out Company's incentive schemes for its personnel. The repurchased shares may be retained by the Company, invalidated or transferred further.
The repurchase of the Company's own shares will reduce the non-restricted equity of the Company.
The authorization is valid for eighteen (18) months from the date of the resolution of the Annual General Meeting starting on April 9, 2024 and ending on October 8, 2025. The authorization will replace the corresponding previous authorization.
The Annual General Meeting authorized the Board of Directors to resolve on the issuance of a maximum of 2,500,000 shares through issuance of shares, option rights or other special rights entitling to shares under Chapter 10, Section 1 of the Finnish 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 Chapter 9, Section 3 of the Finnish Companies Act. Therefore, the Board of Directors has a right to direct the share issue, or issuance of the 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 valid for eighteen (18) months from the date of the resolution of the Annual General Meeting starting on April 9, 2024 and ending on October 8, 2025.
Etteplan Oyj’s Annual General Meeting of Shareholders was held on April 5, 2023 at Leonardo auditorium, Innopoli 1 at the address Tekniikantie 12, 02150 Espoo, Finland.
Resolutions of Etteplan Oyj’s Annual General Meeting of Shareholders
The Annual General Meeting of Etteplan Oyj (the “Company”) was held April 5, 2023, at Leonardo auditorium, Innopoli 1, Espoo, Finland.
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2022.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.36 per share for the financial year 2022. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to shareholders registered on the record date in the Company’s shareholders' register maintained by Euroclear Finland Ltd. The record date of the payment of dividend is April 11, 2023 and the dividend shall be paid on April 18, 2023.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of seven members.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the annual remuneration of the Board of Directors remain the same as previous year and shall be EUR 36,000 for each member of the Board and EUR 72,000 for the Chairman.
Additionally, the Annual General Meeting resolved on the remuneration of the Board of Directors, its Nomination and Remuneration Committee and Audit Committee per meeting as follows:
The Board of Directors
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Nomination and Remuneration Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Audit Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Matti Huttunen, Robert Ingman, Päivi Lindqvist, Leena Saarinen and Mikko Tepponen as members of the Board of Directors. The Annual General Meeting further elected Sonja Sarasvuo and Tomi Ristimäki as new members of the Board of Directors.
KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi as the main responsible auditor, was elected as the Company’s auditor. The auditor’s fees were resolved to be paid according to invoice approved by the Company.
The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of the Company’s own shares in one or more tranches using the Company’s unrestricted equity. A maximum of 2,000,000 shares in the Company may be repurchased. The Company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e., the Board has the right to decide on a directed repurchase of the Company’s own shares.
The authorization includes the right for the Board to resolve on the repurchase 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, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, so that the Company’s total holding of own shares does not exceed ten (10) per cent of all the shares in the Company.
The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the Company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the Company in public trading during the validity of the authorization.
Should the shares in the Company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case there must be a weighty financial reason for the Company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may as well be used for carrying out Company's incentive schemes for its personnel. The repurchased shares may be retained by the Company, invalidated or transferred further.
The repurchase of the Company's own shares will reduce the non-restricted equity of the Company.
The authorization is valid for eighteen (18) months from the date of the resolution of the Annual General Meeting starting on April 5, 2023 and ending on October 4, 2024. The authorization will replace the corresponding previous authorization.
The Annual General Meeting authorized the Board of Directors to resolve on the issuance of a maximum of 2,500,000 shares through issuance of shares, option rights or other special rights entitling to shares under Chapter 10, Section 1 of the Finnish 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’ preemptive subscription right as set forth in Chapter 9, Section 3 of the Finnish Companies Act. Therefore, the Board of Directors has a right to direct the share issue, or issuance of the 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’ preemptive 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 valid for eighteen (18) months from the date of the resolution of the Annual General Meeting starting on April 5, 2023 and ending on October 4, 2024.
The Extraordinary General Meeting was cancelled, please read more from our stock exchange release published on October 7, 2022.
Etteplan Oyj’s Annual General Meeting of Shareholders was held on Wednesday, April 6, 2022 at Leonardo auditorium, Innopoli 1, Espoo, Finland.
Resolutions of Etteplan Oyj’s Annual General Meeting of Shareholders
The Annual General Meeting of Etteplan Oyj (the “Company”) was held April 6, 2022, at Leonardo auditorium, Innopoli 1, Espoo, Finland.
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2021.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.40 per share for the financial year 2021. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to shareholders registered on the record date in the Company’s shareholders' register maintained by Euroclear Finland Ltd. The record date of the payment of dividend is April 8, 2022 and the dividend shall be paid on April 19, 2022.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of five (5) members.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the annual remuneration of the Board of Directors remain the same as previous year and shall be EUR 36,000 for each member of the Board and EUR 72,000 for the Chairman.
Additionally, the Annual General Meeting resolved on the remuneration of the Board of Directors, its Nomination and Remuneration Committee and Audit Committee per meeting as follows:
The Board of Directors
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Nomination and Remuneration Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Audit Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Matti Huttunen, Robert Ingman, Päivi Lindqvist, Leena Saarinen and Mikko Tepponen as members of the Board of Directors.
KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi as the main responsible auditor, was elected as the Company’s auditor. The auditor’s fees were resolved to be paid according to invoice approved by the Company.
The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of the Company’s own shares in one or more tranches using the Company’s unrestricted equity. A maximum of 2,000,000 shares in the Company may be repurchased. The Company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e., the Board has the right to decide on a directed repurchase of the Company’s own shares.
The authorization includes the right for the Board to resolve on the repurchase 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, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, so that the Company’s total holding of own shares does not exceed ten (10) per cent of all the shares in the Company.
The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the Company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the Company in public trading during the validity of the authorization.
Should the shares in the Company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case there must be a weighty financial reason for the Company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may as well be used for carrying out Company's incentive schemes for its personnel. The repurchased shares may be retained by the Company, invalidated or transferred further.
The repurchase of the Company's own shares will reduce the non-restricted equity of the Company.
The authorization is valid for eighteen (18) months from the date of the resolution of the Annual General Meeting starting on April 6, 2022 and ending on October 5, 2023. The authorization will replace the corresponding previous authorization.
Etteplan Oyj’s Annual General Meeting of Shareholders was held on Thursday, April 8, 2021 at the premises of the Company in Espoo, Finland.
Resolutions of Etteplan Oyj’s Annual General Meeting of Shareholders
The Annual General Meeting of Etteplan Oyj (the “Company”) was held April 8, 2021, at the premises of the Company in Espoo.
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2020.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0.34 per share for the financial year 2020. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to shareholders registered on the record date in the Company’s shareholders' register maintained by Euroclear Finland Ltd. The record date of the payment of dividend is April 12, 2021 and the dividend shall be paid on April 19, 2021.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of five members.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the annual remuneration of the Board of Directors remain the same as previous year and shall be EUR 36,000 for each member of the Board and EUR 72,000 for the Chairman.
Additionally, the Annual General Meeting resolved on the remuneration of the Board of Directors, its Nomination and Remuneration Committee and Audit Committee per meeting as follows:
The Board of Directors
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Nomination and Remuneration Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Audit Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Matti Huttunen, Robert Ingman, Päivi Lindqvist, Leena Saarinen and Mikko Tepponen as members of the Board of Directors.
KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi as the main responsible auditor, was elected as the Company’s auditor. The auditor’s fees were resolved to be paid according to invoice approved by the Company.
The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of the Company’s own shares in one or more tranches using the Company’s unrestricted equity. A maximum of 2,000,000 shares in the Company may be repurchased. The Company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e., the Board has the right to decide on a directed repurchase of the Company’s own shares.
The authorization includes the right for the Board to resolve on the repurchase 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, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, so that the Company’s total holding of own shares does not exceed ten (10) per cent of all the shares in the Company.
The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the Company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the Company in public trading during the validity of the authorization.
Should the shares in the Company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case there must be a weighty financial reason for the Company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may as well be used for carrying out Company's incentive schemes for its personnel. The repurchased shares may be retained by the Company, invalidated or transferred further.
The repurchase of the Company's own shares will reduce the non-restricted equity of the Company.
The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on April 8, 2021 and ending on October 7, 2022. The authorization will replace the corresponding previous authorization.
The Annual General Meeting authorized the Board of Directors to resolve on the issuance of a maximum of 2,500,000 shares through issuance of shares, option rights or other special rights entitling to shares under Chapter 10, Section 1 of the Finnish 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 Chapter 9, Section 3 of the Finnish Companies Act. Therefore, the Board of Directors has a right to direct the share issue, or issuance of the 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 valid for two (2) years from the date of the resolution of the Annual General Meeting starting on April 8, 2021 and ending on April 7, 2023.
Etteplan Oyj’s Annual General Meeting of Shareholders will be held on Thursday, April 2, 2020 at 10:00 a.m. at the premises of the Company at the address Ensimmäinen Savu, 01510 Vantaa, Finland.
Resolutions of Etteplan Oyj’s Annual General Meeting of Shareholders
The Annual General Meeting of Etteplan Oyj (the “Company”) was held today, April 2, 2020, at the premises of the Company in Vantaa, Finland.
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2019.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0,35 per share for the financial year 2019. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to shareholders registered on the record date in the Company’s shareholders' register maintained by Euroclear Finland Ltd. The record date of the payment of dividend is April 6, 2020 and the dividend shall be paid on April 15, 2020.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of five members.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the annual remuneration of the Board of Directors remain the same as previous year and shall be EUR 36,000 for each member of the Board and EUR 72,000 for the Chairman.
Additionally, the Annual General Meeting resolved on the remuneration of the Board of Directors, its Nomination and Remuneration Committee and Audit Committee per meeting as follows:
The Board of Directors
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Nomination and Remuneration Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Audit Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Matti Huttunen, Robert Ingman, Leena Saarinen and Mikko Tepponen as members of the Board of Directors. The Annual General Meeting further elected Päivi Lindqvist as a new member of the Board of Directors.
KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Kim Järvi as the main responsible auditor, was elected as the Company’s auditor. The auditor’s fees were resolved to be paid according to invoice approved by the Company.
The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of the Company’s own shares in one or more tranches using the Company’s unrestricted equity. A maximum of 2,000,000 shares in the Company may be repurchased. The Company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e., the Board has the right to decide on a directed repurchase of the Company’s own shares.
The authorization includes the right for the Board to resolve on the repurchase 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, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, so that the Company’s total holding of own shares does not exceed ten (10) per cent of all the shares in the Company.
The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the Company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the Company in public trading during the validity of the authorization.
Should the shares in the Company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case there must be a weighty financial reason for the Company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may as well be used for carrying out Company's incentive schemes for its personnel. The repurchased shares may be retained by the Company, invalidated or transferred further.
The repurchase of the Company's own shares will reduce the non-restricted equity of the Company.
The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on April 2, 2020 and ending on October 2, 2021. The authorization will replace the corresponding previous authorization.
The Annual General Meeting resolved to change the domicile of the Company from Vantaa to Espoo and resolved to thus change the Articles of Association of the Company by updating article 1 Business name and domicile to read as follows:
1 § Business name and domicile
The Company's business name is Etteplan Oyj, and it is domiciled in Espoo.
Etteplan Oyj’s Annual General Meeting of Shareholders was held on Thursday, April 4th, 2019 at 10:00 a.m. at Etteplan premises in Vantaa, Finland.
Resolutions of Etteplan Oyj's Annual General Meeting of Shareholders
The Annual General Meeting of Etteplan Oyj (the “Company”) was held on April 4, 2019, at the premises of the Company in Vantaa.
The Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2018.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay a dividend of EUR 0,30 per share for the financial year 2018. The remaining funds shall be left to the unrestricted equity. The dividend will be paid to shareholders registered on the record date in the Company’s shareholders' register maintained by Euroclear Finland Ltd. The record date of the payment of dividend is April 8, 2019 and the dividend shall be paid on April 15, 2019.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the Board of Directors shall consist of five members.
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting resolved that the annual remuneration of the Board of Directors be increased so that EUR 36,000 be paid for each member of the Board and EUR 72,000 be paid for the Chairman.
Additionally, the Annual General Meeting resolved on the remuneration of the Board of Directors and its Nomination and Remuneration Committee per meeting as follows:
The Board of Directors
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
Nomination and Remuneration Committee
Chairman EUR 1,200 per meeting
Members EUR 600 per meeting
In accordance with the proposal of the Nomination and Remuneration Committee of the Board of Directors, the Annual General Meeting re-elected Cristina Andersson, Matti Huttunen, Robert Ingman, Leena Saarinen and Mikko Tepponen as members of the Board of Directors.
KPMG Oy Ab, Authorized Public Accountants, with Authorized Public Accountant Ari Eskelinen as the main responsible auditor, was elected as the Company’s auditor. The auditor’s fees were resolved to be paid according to invoice approved by the Company.
The Annual General Meeting authorized the Board of Directors to resolve on the repurchase of the Company’s own shares in one or more tranches using the Company’s unrestricted equity. A maximum of 2,000,000 shares in the Company may be repurchased. The Company may deviate from the obligation to repurchase shares in proportion to the shareholders' current holdings, i.e., the Board has the right to decide on a directed repurchase of the Company’s own shares.
The authorization includes the right for the Board to resolve on the repurchase 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, or in public trading organized by the NASDAQ OMX Helsinki Ltd at the market price valid at any given time, so that the Company’s total holding of own shares does not exceed ten (10) per cent of all the shares in the Company.
The minimum price for the shares to be repurchased is the lowest market price quoted for the shares in the Company in public trading and, correspondingly, the maximum price is the highest market price quoted for the shares in the Company in public trading during the validity of the authorization.
Should the shares in the Company be repurchased in public trading, such shares will not be purchased in proportion to the shareholders’ current holdings. In that case there must be a weighty financial reason for the Company to repurchase its own shares. The shares may be repurchased in order to be used as consideration in potential acquisitions or in other structural arrangements. The shares may as well be used for carrying out Company's incentive schemes for its personnel. The repurchased shares may be retained by the Company, invalidated or transferred further.
The repurchase of the Company's own shares will reduce the non-restricted equity of the Company.
The authorization is valid for 18 months from the date of the resolution of the Annual General Meeting starting on April 4, 2019 and ending on October 4, 2020. The authorization will replace the corresponding previous authorization.
The Annual General Meeting authorized the Board of Directors to resolve on the issuance of a maximum of 2,500,000 shares through issuance of shares, option rights or other special rights entitling to shares under Chapter 10, Section 1 of the Finnish 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 Chapter 9, Section 3 of the Finnish Companies Act. Therefore, the Board of Directors has a right to direct the share issue, or issuance of the 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 valid for two (2) years from the date of the resolution of the Annual General Meeting starting on April 4, 2019 and ending on April 4, 2021.