Etteplan Oyj - Notice to general meeting

INVITATION TO ETTEPLAN OYJ'S ANNUAL GENERAL MEETING OF SHAREHOLDERS

ETTEPLAN OYJ, STOCK EXCHANGE RELEASE, FEBRUARY 11, 2016, AT 2.30 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 Tuesday, April 5, 2016
starting at 1:00 p.m. at the premises of the Company at the address Ensimmäinen
Savu, 01510 Vantaa, Finland. The reception 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. Calling the Meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting
of votes 

4. Recording the legality of the Meeting

5. Recording the attendance at the Meeting and adoption of the list of votes

6. Presentation of the financial statements for 2015, including consolidated
financial statements, and Annual Report 
                   - Review by the President and CEO

7. Presentation of the Auditor’s report

8. Adoption of the financial statements and consolidated financial statements

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

The Board proposes to the Annual General Meeting that a dividend of EUR 0.15
per share would be paid for the financial year 2015. 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
would be April 7, 2016. The dividend is proposed to be paid on April 14, 2016. 

10. Resolution on the discharge of the members of the Board of Directors as
well as the President and CEO from liability 

11. 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 remain the same as
previous year and be EUR 24,400 per year for each member of the Board and EUR
48,800 per year for the Chairman. 

The Nomination and Remuneration Committee of the Board of Directors also
proposes that the Annual General Meeting would resolve 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


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. 


12. 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 Patrick von Essen, Matti
Huttunen, Robert Ingman, Pertti Nupponen, Teuvo Rintamäki and Leena Saarinen to
the Board of Directors. All proposed members have given their consent to the
election. More information on the proposed members is available on Etteplan
Oyj's website at www.etteplan.com. 

The shareholder representing approximately 66 percent of the Company’s shares
and voting rights has announced to support the proposal. 

13. Election of the Auditor

The Board proposes that two auditors would be elected for the Company. The
Board proposes that Authorized Public Accountants PricewaterhouseCoopers Oy,
with Authorized Public Accountant Mr. Lauri Kallaskari as the main responsible
auditor, be elected as the Company’s Auditor. In addition, the Board proposes
that Certified Auditor Olli Wesamaa be elected as the Company’s second Auditor. 

14. Authorizing the Board of Directors to resolve on the repurchase of the
Company's own shares 

The Board proposes that the Annual General Meeting authorize 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 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. 

15. Authorizing the Board of Directors to resolve on the issuance of shares,
option rights and other special rights entitling to shares as well as the
assignment of own shares 

The Board proposes that the Annual General Meeting authorize 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
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 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. 

16. Closing of the Meeting


B. DOCUMENTS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The proposals for the decisions on the matters on the agenda of the Annual
General Meeting as well as this invitation are available on Etteplan Oyj's
website at www.etteplan.com. Etteplan Oyj’s annual report, which includes the
Company's financial statements as well as the Board of Directors’ and Auditor's
reports, is available on the above-mentioned website no later than on March 15,
2016. 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 as from April
19, 2016 at the latest. 


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

Shareholders registered in the shareholders’ register

A shareholder who on March 22, 2016, is registered as a shareholder in the
Company’s shareholder register maintained by Euroclear Finland Ltd is entitled
to participate in the Annual General Meeting. 

A shareholder who wishes to participate in the Annual General Meeting must
notify the Company of his/her intention to do so by March 31, 2016 at 12 p.m.
Finnish time either by mail to Etteplan Oyj, Annual General Meeting, P.O. Box.
216, 01511 Vantaa, Finland, by telephone to +358 10 307 3706 or by e-mail to
registration@etteplan.com. 

Written notifications to participate in the Meeting must have arrived to the
Company prior to the expiry of the registration period. 

In connection with the registration, a shareholder shall notify his/her name,
personal identification number or business ID, address, telephone number and
the name of a possible assistant or proxy representative and the personal
identification number of a proxy representative. The personal data given to
Etteplan Oyj is used only in connection with the Annual General Meeting and
with the processing of related registrations. 

Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the
Annual General Meeting by virtue of such shares, based on which he/she on the
record date of the Annual General Meeting, i.e. on March 22, 2016, would be
entitled to be registered in the shareholders’ register of the Company held by
Euroclear Finland Ltd. The right to participate in the Annual General Meeting
requires, in addition, that the shareholder on the basis of such shares has
been registered into the temporary shareholders’ register held by Euroclear
Finland Ltd at the latest by March 31, 2016 at 10 a.m. As regards nominee
registered shares this constitutes due registration for the Annual General
Meeting. 

Holders of nominee registered shares are advised to request the necessary
instructions regarding the registration in the temporary shareholder’s register
of the Company, the issuing of proxy documents and registration for the Annual
General Meeting from their custodian bank. 

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, into the temporary shareholders' register of the Company at
the latest on March 31, 2016 at 10.00 a.m. 

Proxy representative and powers of attorney

Shareholders may participate in the Annual General Meeting and exercise their
rights at the Meeting by way of proxy representation. Proxy representatives
shall produce a dated letter of proxy or otherwise in a reliable manner
demonstrate their right to represent the shareholder at the Meeting. 

Any proxy documents, identified and dated, should be delivered to the Company
for inspection to the address mentioned above before the deadline for the
registration. 

When a shareholder participates in the Annual General Meeting by means of
several proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy representative
represents the shareholder shall be identified in connection with the
registration for the Annual General Meeting. 

Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the Meeting. 

On the date of this invitation, February 11, 2016, the total number of shares
in Etteplan Oyj and votes represented by such shares is 20,665,559, of which
332,300 are shares held by the Company. The shares held by the Company do not
have voting rights. 


Vantaa, February 11, 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 provides engineering services and technical documentation solutions to
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 a turnover of EUR 141.1 million. The Company has
approximately 2,100 professionals in Finland, Sweden, the Netherlands and
China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ticker
ETT1V.