Etteplan Oyj — Proxy Solicitation & Information Statement 2022

Mar 7, 2022

Invitation to Etteplan Oyj’s Annual General Meeting of Shareholders

Invitation to Etteplan Oyj’s Annual General Meeting of Shareholders

Etteplan Oyj, Stock Exchange Release, March 7, 2022, at 3 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 Wednesday April 6, 2022
starting at 9:00 a.m. at Leonardo auditorium, Innopoli 1 at the address
Tekniikantie 12, 02150 Espoo, Finland. The reception of the persons who have
registered for the Meeting will commence at 8:30 a.m. Shareholders can attend
the meeting at the meeting venue. The Company, however, recommends that
shareholders authorize a Company named representative to represent them and
exercise their rights to speak and vote on their behalf in the meeting. The
Company will take the health and safety of the shareholders, Company employees
and other stakeholders into consideration in the meeting arrangements.

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 2021, including
   consolidated financial statements, and Annual Report

· Review by the President and CEO

1. Presentation of the Auditor’s report

2. Adoption of the financial statements and consolidated financial
   statements

3. 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 0.40 per
share would be paid for the financial year 2021. 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 8, 2022. The dividend is proposed to be paid on April 19, 2022.

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

2. Presentation of the Remuneration Report for governing bodies

12.    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 five
members.

The Nomination and Remuneration Committee of the Board of Directors proposes
that the annual remuneration of the Board of Directors will remain the same as
previous year and thus EUR 36,000 be paid for each member of the Board and EUR
72,000 be paid 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 and Audit
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

Audit Committee

Chairman                            EUR 1,200 per meeting
Members                             EUR 600 per meeting

1. 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 Matti Huttunen, Robert Ingman,
Päivi Lindqvist, Leena Saarinen and Mikko Tepponen 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
www.etteplan.com (https://www.etteplan.com/investors/corporate-governance/board
-directors).

1. Election of the Auditor

The Board proposes, in accordance with the Audit Committee’s recommendation,
that one auditor would be elected for the Company. The Board proposes, in
accordance with the Audit Committee’s recommendation, that Authorized Public
Accountants KPMG Oy Ab, with Authorized Public Accountant Mr. Kim Järvi as the
main responsible auditor, be elected as the Company’s Auditor. The Board further
proposes, in accordance with the Audit Committee’s recommendation, that the
Auditor be paid a fee according to invoice approved by the Company.

1. 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 6, 2022 and ending on October 5, 2023.
The authorization will replace the corresponding previous authorization.

16.     Closing of the Meeting

The shareholder representing approximately 66 percent of the Company’s shares
and voting rights has announced to support all proposals to the Annual General
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 (https://www.etteplan.com/investors/corporate
-governance/general-meeting). 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 16,
2022. 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
20, 2022 at the latest.

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

Etteplan provides a health secure meeting environment to the shareholders,
Company employees and other stakeholders.

Shareholders registered in the shareholders’ register

A shareholder who on March 25, 2022 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 April 1, 2022 at 10 a.m.
Finnish time either by mail to Etteplan Oyj, Annual General Meeting 2022,
Tekniikantie 4, Espoo, Finland, by e-mail to registration@etteplan.com or by
telephone to +358 10 307 3222.

However, should a shareholder not wish or be able to attend the Annual General
Meeting personally due to the COVID-19 pandemic,  can said shareholder authorize
a Company representative (Etteplan Oyj’s Marketing and Communications Director
Outi Torniainen, born 15.4.1965, tel. +358 10 307 3302,
outi.torniainen@etteplan.com) to represent him/her and exercise his/her rights
to speak and vote on their behalf at the Annual General Meeting. The
authorization can be given by using the Power of Attorney template on the
Company’s website www.etteplan.com (https://www.etteplan.com/investors/corporate
-governance/general-meeting). The authorization must be given in connection with
the registration for the meeting.

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 25, 2022, 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 April 1, 2022 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 April 1, 2022 at 10 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 Limited Liability 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, March 7, 2022, the total number of shares in
Etteplan Oyj and votes represented by such shares is 25,083,308 of which 159,046
are shares held by the Company. The shares held by the Company do not have
voting rights.

Espoo, March 7, 2022

Etteplan Oyj

Board of Directors

For more information, please contact:
Juha Näkki, President and CEO, tel. +358 10 307 2777
Outi Torniainen, SVP, Marketing and Communications, tel, +358 10 307 3302
DISTRIBUTION:
Nasdaq Helsinki
Major media
www.etteplan.com

Etteplan in brief
We are a rapidly growing technology service company specializing
in software (https://www.etteplan.com/services/software-and-digitalization) and
embedded solutions (https://www.etteplan.com/services/embedded-systems),
engineering solutions (https://www.etteplan.com/services/engineering),
and technical documentation solutions (https://www.etteplan.com/services/product
-and-asset-information). We are a forerunner in the engineering industry and we
differentiate ourselves by the wide-ranging competence of our experts. Our
customers include world’s leading companies in the manufacturing industry. We
help them to create a better world through engineering, innovation and
digitalization.

Etteplan has lead the way in the engineering field already since 1983. In 2021,
we had a turnover of EUR 300.1 million. The company currently has over 3,800
professionals in Finland, Sweden, the Netherlands, Germany, Poland, Denmark and
China. Etteplan's shares are listed on Nasdaq Helsinki Ltd under the ETTE
ticker. www.etteplan.com