9
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 de-
termined 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 con-
sideration in potential acquisitions or in other structural arrangements. The shares may also be used for
carrying out the 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 re-
duce 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 6, 2022, and ending on October 5, 2023.
The Annual General Meeting 2021 decided to authorize 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 enti-
tling to shares under Chapter 10, Section 1 of the Finnish Companies Act in one or more issues. The au-
thorization includes the right to decide to issue either new shares or shares held by the company.
The authorization includes the right to deviate from the existing shareholders’ pre-emptive subscription
right as set forth in Chapter 9, Article 3 of the Companies Act. Therefore, the Board of Directors has the
right to direct the share issue, or issuance of the option rights or other special rights conferring entitlement
to shares. The authorization also includes the right to decide on all the terms of share issue, option rights
or other special rights conferring entitlement to shares. The authorization therefore includes the right to
determine share subscription prices, persons entitled to subscribe the shares and other terms and condi-
tions 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 de-
cide that the shares may be subscribed against contribution in kind or otherwise under special terms and
conditions. The authorization includes the right to determine whether the subscription price will be entered
into the share capital or into the unrestricted equity fund.
The authorization is valid for two (2) years from the date of the resolution of the Annual General Meeting,
starting on April 8, 2021, and ending on April 7, 2023.
Shares
Etteplan’s shares are listed in Nasdaq Helsinki Ltd’s Mid Cap market capitalization group in the Industrials
sector under the ETTE ticker. The company has one series of shares. All shares confer an equal right to a
dividend and the company’s funds. The company’s share capital on December 31, 2022, was EUR
5,000,000.00 and the total number of shares was 25,200,793.
On February 2, 2022, Etteplan issued a stock exchange release announcing the acquisition of Syncore
Technologies AB. As part of the financing of the transaction, Etteplan Oyj’s Board of Directors, at its meet-
ing held on February 1, 2022, made a conditional decision on a share issue based on the share issue au-
thorization given to the Board of Directors by the Annual General Meeting on April 8, 2021. In accordance
with the terms of the transaction, the purchase price was paid through a share issue to the sellers and
cash. The contract of sale, which was a condition of the decision, was signed on February 2, 2022, and at
the same time, the sellers subscribed for 117,485 new Etteplan shares as a part payment for the purchase
amount. The subscription price per share paid for the shares was EUR 16.42. The new shares carry the