ETTEPLAN OYJ, Stock Exchange Release, April 5, 2023 at 12.15 EEST
Resolutions of Etteplan Oyj's Annual General Meeting of Shareholders
The Annual General Meeting of Etteplan Oyj (the “Company”) was held today, 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 (7) 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'
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 5, 2023 and ending on
October 4, 2024.
Espoo, April 5, 2023
Etteplan Oyj
Board of Directors
Additional information:
Juha Näkki, President and CEO, tel. +358 10 307 2777
Outi Torniainen, SVP, Marketing and Communications, tel. +358 10 307 3302
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.etteplan.com
Etteplan in brief
We are a rapidly growing technology service company specializing
in software (https://www.etteplan.com/services/software-and-digitalization) and
embedded solutions (https://www.etteplan.com/services/embedded-systems),
engineering solutions (https://www.etteplan.com/services/engineering),
and technical communication solutions (https://www.etteplan.com/services/product
-and-asset-information). We are a forerunner in the engineering industry and we
differentiate ourselves by the wide-ranging competence of our experts. Our
customers include world's leading companies in the manufacturing industry. We
help them to create a better world through engineering, innovation and
digitalization.
Etteplan has lead the way in the engineering field already since 1983. In 2022,
we had a turnover of EUR 350.2 million. The company currently has some 4,000
professionals in Finland, Sweden, the Netherlands, Germany, Poland, Denmark and
China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ETTE
ticker. www.etteplan.com