Etteplan Oyj - Decisions of general meeting

RESOLUTIONS OF ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

ETTEPLAN OYJ, STOCK EXCHANGE RELEASE, APRIL 5, 2016, AT 2.45 PM


RESOLUTIONS OF ETTEPLAN OYJ’S ANNUAL GENERAL MEETING OF SHAREHOLDERS

The Annual General Meeting of Shareholders of Etteplan Oyj (the “Company”) was
held today, April 5, 2016, 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 2015. 

The Annual General Meeting resolved, in accordance with the proposal of the
Board of Directors, to pay a dividend of EUR 0.15 per share for the financial
year 2015. 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. The record date of
the payment of dividend is April 7, 2016. The dividend shall be paid on April
14, 2016. 

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 members. 

In accordance with the proposal of the Nomination and Remuneration Committee of
the Board of Directors, the Annual General Meeting resolved that the
remuneration of the Board of Directors remain the same as previous year and
shall be EUR 24,400 per year for each member of the Board and EUR 48,800 per
year 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 Patrick von
Essen, Matti Huttunen, Robert Ingman, Pertti Nupponen, Teuvo Rintamäki and
Leena Saarinen as members of the Board of Directors. 

PricewaterhouseCoopers Oy, Authorized Public Accountants, with Authorized
Public Accountant Lauri Kallaskari as the main responsible auditor and
Certified Auditor Olli Wesamaa were elected as the Company’s auditors. The
auditors’ 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 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 5, 2016 and ending on October 4, 2017.
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 6,000,000 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 weighty
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 with 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 5, 2016 and ending on April 4,
2018. 

Vantaa, April 5, 2016

Etteplan Oyj

Board of Directors


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



DISTRIBUTION:
Nasdaq Helsinki
Major media
www.etteplan.com


Etteplan’s services cover engineering, technical documentation, embedded
systems and IoT solutions. Our customers are the world’s leading companies in
the manufacturing industry. Our services are geared to improve the
competitiveness of our customers’ products and engineering processes throughout
the product life cycle. The results of Etteplan’s innovative engineering can be
seen in numerous industrial solutions and everyday products. 

In 2015, Etteplan had turnover of EUR 141.1 million. The company has about
2,400 professionals in Finland, Sweden, the Netherlands, Germany, Poland and
China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ETT1V
ticker.