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2008-03-06 14:00:00 CET 2008-03-06 14:00:01 CET REGULATED INFORMATION Etteplan Oyj - Notice to general meetingINVITATION TO ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS AND PROPOSAL OF BOARD OF DIRECTORSINVITATION 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 28 March 2008 at 15.00 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 14.30 p.m. Following matters shall be handled at the annual general meeting of shareholders: 1. Matters pertaining to the Annual General Meeting of Shareholders under article 8 of the Articles of Association. 2. 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 three (3) years from the resolution of the Annual General Meeting, i.e. from 28 March 2008 to 28 March 2011. The proposed authorisation shall replace the previous authorisation granted to the Board of Directors. 3. The Board of Directors' proposal that the Annual General Meeting of Shareholders resolves to authorize the Board of Directors to decide to acquire company's own shares in one or more lots with non-restricted equity of the company. The acquisition of company's own shares may be executed in deviation from the proportional shareholdings. Therefore, the company has also a right to direct the acquisition of company's own shares. The authorization includes a right to acquire the company's shares through a tender offer made to all the shareholders of the company on the same terms and for a price determined by the Board of Directors or in public trade at the applicable quoted price to the effect that total number of acquired shares shall be no more than ten (10) per cent of all the company's shares. The minimum share purchase price for acquiring company's own shares is the lowest quoted price in public trade and the maximum purchase price is the highest quoted price in public trade during the period of validity of the authorization. If shares are acquired in pubic trade the acquisition shall not be made in proportion to the shareholdings. Thus, there must be a substantial financial reason for the company. 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. The acquisition of shares will decrease non-restricted equity of the company. The authorization is effective for a period of eighteen (18) months from the resolution of the Annual General Meeting, i.e. from 28 March 2008 to 28 September 2009. The proposed authorisation shall replace the previous authorisation granted to the Board of Directors. Information Photocopies of the above mentioned proposals of the Board of Directors and the financial statement, annual report and the auditor's report will be available for shareholders' disposal on 20 March 2008 at 9.00 a.m. at the company's head office at Terveystie 18, 15860 Hollola. Photocopies of the above mentioned documents will be sent to the shareholders on their request. Annual report that includes information on the final accounts will be sent, without a separate request, to all the shareholders that are listed in the register of shareholders as per 3 March 2008. Eligibility to attend the meeting A shareholder who on Tuesday 18 March 2008 is registered as a shareholder in the company's shareholders' register maintained by the Finnish Central Securities Depositary has the right to attend the Annual General Meeting. Shareholders wishing to attend the Annual General Meeting should notify the company of their intention to do so by 20 March 2008 at 4.00 p.m. either by a written notification to the address of: Etteplan Oyj, Terveystie 18, 15860 Hollola, or by telephone to the number of: +358 10 307 2006 or by email to the address of: info@ette.com. Written notifications to attend the meeting must be received before the deadline above. 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. Payment of dividend The Board of Directors has decided to propose to the Annual General Meeting of Shareholders that a dividend of EUR 0.21 per share shall be paid for the financial year 2007. The remaining profit will be kept in the free equity. The dividend will be paid to the shareholders registered in the shareholders' register maintained by the Finnish Central Securities Depositary as the record date. The record date of the payment of dividend is 2 April 2008. The dividend shall be paid on 9 April 2008. Auditor of the company The Board of Director proposes that the Annual General Meeting shall reappoint PricewaterhouseCoopers Oy, Authorized Public Accountants, as the Company's Auditor, with Authorized Public Accountant Mr Mika Kaarisalo as the main responsible Auditor. Board of directors' composition The shareholders representing more than 30 per cent of the shares and voting rights in the company have proposed that the Annual General Meeting of Shareholders re-elects all the current members of the Board of Directors. At the moment current members of the Board are the Chairman of the Board Mr Heikki Hornborg, Mr Tapani Mönkkönen, Mr Tapio Hakakari, Mr Pertti Nupponen and Mr Matti Virtaala. Hollola, 6 March 2008 Etteplan Oyj Board of Directors More information is available from Matti Hyytiäinen, President and CEO of Etteplan Oyj (tel. +358 400 710 968). DISTRIBUTION: OMX Nordic Exchange Helsinki Principle media www.etteplan.com |
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