Etteplan Oyj - Notice to general meeting

Invitation to Etteplan Oyj's Annual General Meeting of shareholders

ETTEPLAN OYJ, STOCK EXCHANGE RELEASE, FEBRUARY 14, 2013, AT 03.00 P.M.


INVITATION TO ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders of Etteplan Oyj (“Company”) are invited to the Annual General
Meeting of Shareholders. The Meeting will be held on March 27, 2013 starting at
1 p.m. at the premises of the Company in Vantaa at the address Ensimmäinen
Savu, 01510 Vantaa, Finland. The listing of the persons who have registered in
for the Meeting will commence at 12.30 p.m. 

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING:

1. Opening of the Meeting

2. Election of the Chairman of the Meeting

3. Recording the legality and quorum of the Meeting

4. Election of the scrutinizer of the minutes and the supervisors of the
counting of votes 

5. Presentation of the financial statement for 2012, including a consolidated
financial statement, and Annual Report 

   - Review by the CEO

6. Presentation of the Auditor's report

7. Adoption of the financial statement of the parent company and the
consolidated financial statement 

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board proposes to the Annual General Meeting that a dividend of EUR 0.15
per share be paid on the company's externally owned shares for the financial
year 2012. The remaining funds shall be left to the unrestricted equity. The
dividend will be paid to the shareholders registered on the record date in the
shareholders' register maintained by Euroclear Finland Ltd (formerly Finnish
Central Securities Depository Ltd). The record date of the payment of dividend
would be April 3, 2013. The dividend is proposed to be paid on April 10, 2013. 

9. Resolution on the discharge from liability of members of the Board of
Directors as well as 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 Nomination and Remuneration Committee of the Board of Directors proposes to
the Annual General Meeting that the Board of Directors would consist of six
members. 

The Nomination and Remuneration Committee of the Board of Directors proposes
that the remuneration of the Board of Directors would be EUR 1,700 per month
for each member of the Board and EUR 3,400 for the Chairman. 

The Board of Directors of Etteplan Oyj has, according to the proposal of the
Nomination and Remuneration Committee of the Board of Directors, established a
new committee. The committee focuses on developing business operations in
Sweden. The committee, named the Working Committee, begins in its task in March
2013. 

It is proposed that the Annual General Meeting would resolve the remuneration
per meeting for the Board and its Committees 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

Working Committee

Chairman            EUR 1,000 per meeting

Members             EUR 1,000 per meeting

The Nomination and Remuneration Committee of the Board of Directors proposes
that the Auditor be paid a fee according to invoice approved by the Company. 

11. Election of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors proposes
that the Annual General Meeting would re-elect the present members Tapio
Hakakari, Heikki Hornborg, Robert Ingman, Pertti Nupponen, Satu Rautavalta and
Teuvo Rintamäki to the Board. All proposed members have given their consent to
the re-election. More information on the proposed members is available on
Etteplan Oyj's website at www.etteplan.com. 

Shareholders representing more than 50 percent of the Company's shares and
voting rights have announced to support the proposal. 

12. Election of the Auditor

The Board 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. The authorization of the Board to resolve to repurchase the Company's own
shares 

The Board proposes that the Annual General Meeting authorize the Board of
Directors to resolve to repurchase Company's own shares in one or more tranches
using the Company's unrestricted equity. A maximum of 2,000,000 Company shares
may be repurchased. The Company may deviate from the obligation to repurchase
shares in proportion to the shareholders' holdings, i.e., the Board has the
right to decide on a directed repurchase of Company shares. 

The authorization includes the right for the Board to resolve to repurchase the
Company's 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 the time
of purchase, 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 share in
public trading and, correspondingly, the maximum price is the highest market
price quoted for the share in public trading during the validity of the
authorization. 

Should shares be repurchased in public trading, such shares will not be
purchased in proportion to the current shareholders' holdings. Thus, there must
be a substantial financial reason for the Company to repurchase Company 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 kept by the Company, invalidated or transferred
onwards. 

The repurchase of shares will reduce the non-restricted equity.

The authorization is valid for eighteen (18) months from the date of the
resolution of the Annual General Meeting starting on March 27, 2013 and ending
on September 26, 2014. The authorization will replace the corresponding
previous authorization. 

14. Closing of the Meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The proposals of the Board of Directors and its Nomination and Remuneration
Committee 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. Etteplan
Oyj's annual report, which includes the Company's financial statement and the
Board of Directors' and Auditor's reports, is available on the above-mentioned
website no later than on March 6, 2013. Copies of the documents will be sent to
shareholders upon request and will also be available at the Annual General
Meeting. The minutes of the Annual General Meeting will be available on the
above-mentioned website latest April 11, 2013. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING OF
SHAREHOLDERS 

Right to attend and registration

A shareholder who on Friday March 15, 2013, 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/its intention to do so by March 20, 2013 at 4 p.m.
Finnish time either by mail to Etteplan Oyj, Annual General Meeting, 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/its
name, personal identification number or business ID, address, telephone number
and the name of a possible assistant. The personal data given to Etteplan Oyj
by the shareholders 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 Companies' 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. 

Notifications to participate in the Meeting sent by mail must have arrived
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 documents, identified and dated, should be delivered to the Company
to be inspected to the address mentioned above prior to the expiry of the
registration period. 

When a shareholder participates in the Annual General Meeting by means of
several proxy representatives representing the shareholder with shares at
different book-entry 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 the 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 shall 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 22, 2013 at 10.00 a.m. 

Other instructions and information

At the date of this Invitation, February 14, 2013, the total number of shares
and votes in Etteplan Oyj is 20,179,414 of which 471,302 are company held
shares. The company held shares do not have voting rights. 

Hollola, February 14, 2013

Etteplan Oyj

Board of Directors


Additional information:
Juha Näkki, President and CEO, tel. +358 400 606 372


DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.etteplan.com


Etteplan is a specialist in industrial equipment engineering and technical
product information solutions and services. Etteplan's engineering expertise
and service products cover the entire life cycle of the client's products. Our
customers are global leaders in their fields and operate in areas like the
automotive, aerospace and defense 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. 

In 2012, Etteplan had turnover of EUR 134.5 million. The company currently has
close to 1,800 experts in Finland, Sweden, China and the Netherlands.
Etteplan's shares are listed on NASDAQ OMX Helsinki Ltd under the ETT1V ticker.