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Annual General Meeting 2010

Annual General Meeting 2010 materials:

 

Annual General Meeting 2010 Board Proposals:
AGM_2010_Board_Proposals.pdf

Annual General Meeting 2010 Minutes (only in Finnish):
AGM_2010_Minutes_only_in_Finnish.pdf

 

RESOLUTIONS BY ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

 

The Annual General Meeting of Shareholders of Etteplan Oyj was held today, March
24, 2010 at premises of the Company in Vantaa. The meeting was opened by
Chairman of the Board of Directors Heikki Hornborg and chaired by Mika
Ståhlberg, attorney-at-law.

The Annual General Meeting approved the Financial Statements for financial year
2009 and discharged members of the Board of Directors and the CEO from
liability.

The Annual General Meeting passed a resolution, in accordance with the proposal
of the Board of Directors, 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.

The Annual General Meeting passed a resolution, in accordance with the proposal
of the Board of Directors, that six members be elected to the seats of the Board
of Directors. Additionally, the Annual General Meeting resolved the remuneration
of the members of the Board of Directors to be EUR 600 per meeting and the
remuneration for the Chairman of the Board to be EUR 1,200 per meeting as well
as the remuneration of the Board of Directors to be EUR 1,300 per month for the
member of the Board and EUR 2,600 for the Chairman of the Board.

In accordance with the proposal of the Board of Directors´ Nomination and
Compensation Committee Tapio Hakakari, Heikki Hornborg, Robert Ingman and Pertti
Nupponen were re-elected as members of the Board of Directors as well as Satu
Rautavalta and Teuvo Rintamäki were elected as new members of the Board of
Directors.

The auditor elected was PricewaterhouseCoopers Oy, Authorized Public Accounting
Firm with Authorized Public Accountant Mr Mika Kaarisalo as the main responsible
auditor. The fees for the auditor are paid according to invoice by the
principles approved by the Board of Directors.

The Annual General Meeting authorized 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.

The Annual General Meeting resolved, in accordance with proposal of the Board of
Directors, to grant 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 be 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.

The Board of Directors adopted 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."

Hollola, March 24, 2010

Etteplan Oyj

BOARD OF DIRECTORS

Reasons to invest in us

Key financial data

5 year history

Back to Key financial data EUR 1,000, Financial period Jan 1 – Dec 31 2022 2021 2020 2019 2018 Revenue  350,170 300,111 259,702 263,292 236,477 Change in revenue, % 16.7 15.6 -1.4 11.3 10.1 Operating profit (EBITA) 33,915 30,139 26,172 25,964 22,555 % of revenue 9.7 10.0 10.1 9.9 9.5 Operating profit (EBIT) 28,622 25,754 22,380 22,819 20,184 % of revenue 8.2 8.6 8.6 8.7 8.5 Profit before taxes   22,386 24,867 21,080 21,924 19,396 % of revenue 6.4 8.3 8.1 8.3 8.2 Profit for the financial year  18,151 20,044 17,077 17,387 15,280 Return on equity, % 17.7 21.6 20.8 24.1 24.4 ROCE, % 15.9 16.0 16.0 19.9 21.3 Equity ratio, % 38.2 39.7 40.5 38.9 42.9 Gross investments 40,940 30,582 29,697 36,908 16,527 % of revenue 11.7 10.2 11.4 14.0 7.0 Net gearing, % 66.8 48.6 46.6 52.6 29.8 Personnel, average 3,945 3,480 3,320 3,305 2,995 Personnel at year end 3,951 3,629 3,267 3,447 3,055 Employee benefits expenses 227,823 197,596 177,301 172,520 156,183   Back to Key financial data Read more

Consolidated statement of comprehensive income

Back to Key financial data   EUR 1,000 Jan 1 - Dec 31, 2022   Jan 1 - Dec 31, 2021   Revenue 350,170   300,111   Other operating income 2,826   1,289   Materials and services -40,395   -31,685   Employee benefits expenses -227,823   -197,596   Other operating expenses -36,140   -28,527   Depreciation and amortization -20,018   -17,839   Operating profit (EBIT) 28,622 11.1% 25,754 8,6% Financial income 1,044   593   Financial expenses -7,280   -1,480   Profit before taxes 22,386   24,867   Income taxes -4,235   -4,823   Profit for the financial year 18,151   20,044   Other comprehensive income, that may be reclassified to profit or loss         Currency translation differences -4,229   -589   Other comprehensive income, that will not be reclassified to profit or loss         Change in fair value of equity investments at fair value through other comprehensive income  -31   32   Other comprehensive income for the year, net of tax -2,900   -557   Total comprehensive income for the year 15,251   19,487             Profit for the financial year attributable to         Equity holders of the parent company 18,151   20,044   Total comprehensive income attributable to         Equity holders of the parent company 15,251   19,487   Earnings per share calculated from the profit attributable to equity holders of the parent company         Basic earnings per share, EUR 0.73   0.80   Diluted earnings per share, EUR 0.73   0.80     The notes are an integral part of the Financial Statements.   Back to Key financial data Read more

Consolidated statement of financial position

Back to Key financial data   EUR 1,000  Dec 31, 2022 Dec 31, 2021 ASSETS     Non-current assets     Goodwill 105,385 92,380 Other intangible assets 32,745 28,807 Tangible assets 24,808 24,759 Investments at fair value through other comprehensive income  2,414 418 Other non-current receivables 1,016 54 Deferred tax assets 622 731 Non-current assets, total 166,990 147,150       Current assets     Inventory 635 376 Work in progress 30,181 26,810 Trade and other receivables 62,405 47,988 Current tax assets 1,364 273 Cash and cash equivalents 19,564 30,356 Current assets, total 114,149 105,803 TOTAL ASSETS 281,138 252,953       EQUITY AND LIABILITIES     Equity     Share capital 5,000 5,000 Share premium account 6,701 6,701 Unrestricted equity fund 23,966 22,037 Own shares -1,059 -1,245 Cumulative translation adjustment -7,702 -3,473 Other reserves 103 133 Retained earnings 79,302 69,761 Equity, total 106,311 98,914       Non-current liabilities     Deferred tax liabilities 9,758 7,408 Loans from financial institutions 47,852 30,350 Lease liabilities 8,478 8,777 Other non-current liabilities 33 827 Non-current liabilities, total 71,018 47,362       Current liabilities     Loans from financial institutions 21,139 25,453 Lease liabilities 13,114 13,894 Advances received 2,856 3,891 Trade and other payables 63,532 61,673 Current income tax liabilities 3,168 1,766 Current liabilities, total 103,809 106,677 Liabilities, total 174,828 154,039 TOTAL EQUITY AND LIABILITIES 281,138 252,953   The notes are an integral part of the financial statements.   Back to Key financial data Read more

Consolidated statement of cash flows

Back to Key financial data   EUR 1,000 Jan 1 - Dec 31, 2022 Jan 1 - Dec 31, 2021 OPERATING CASH FLOW     Cash receipts from customers 341,201 287,564 Operating expenses paid -306,220 -253,056 Operating cash flow before financial items and taxes 34,981 34,508       Interest and payment paid for financial expenses -1,721 -1,289 Interest received 113 80 Income taxes paid -5,277 -6,205 Operating cash flow (A) 28,095 27,093       INVESTING CASH FLOW     Purchase of tangible and intangible assets  -1,711 -2,157 Acquisition of subsidiaries, net of cash acquired  -20,871 -14,255 Proceeds from sale of tangible and intangible assets 52 17 Proceeds from repayment of loans 0 73 Investing cash flow (B) -25,526 -16,321       Cash flow after investments (A+B) 2,570 10,772       FINANCING CASH FLOW     Proceeds from directed share issue 0 1,936 Purchase of own shares 0 -1,382 Issue of new current loans 13,144 6,941 Repayments of current loans -32,534 -30,060 Issue of new non-current loans 27,999 37,503 Repayments of non-current loans -16 -6 Payment of lease liabilities -12,657 -11,478 Dividend paid -9,970 -8,461 Financing cash flow (C) -14,034 -5,007       Variation in cash (A+B+C) increase (+) / decrease (-) -11,464 5,765       Assets at the beginning of the financial period 30,356 24,407 Exchange gains or losses on cash and cash equivalents 672 184 Assets at the end of the financial period 19,564 30,356   The notes are an integral part of the Financial Statements.   Back to Key financial data Read more

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