NOTICE to the GENERAL MEETING Notice is given to the shareholders of Atria Plc. to the Annual General Meeting to be held on 29 April 2009 at 1 p.m. in Finlandia Hall, address: Mannerheimintie 13, Helsinki, Finland, entrance doors M3 and K3. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12:00 p.m. MATTERS ON THE AGENDA OF THE GENERAL MEETING At the General Meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinise 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, the annual report, the auditors' report and the Supervisory Board's statement for the year 2008 Review by the CEO 7. Adoption of the financial statements 8. Resolution of the use of the profit shown on the balance sheet and the payment of dividend The proposal of the Company's Board of Directors for profit distribution was published on 25 February 2009. The Board of Directors proposes to the General Meeting that the Company pay a dividend of EUR 0.20 per share for 2008. According to the proposal, dividends are paid to shareholders who are entered in the Company's shareholders' register maintained by Euroclear Finland Ltd on the record date for the payment of dividends. The proposed record date for the payment of dividends is 5 May 2009 and the date of pay-ment is 12 May 2008. 9. Resolution on the discharge of the members of the Supervisory Board and the Board of Directors as well as the CEO from liability 10. Resolution on the remuneration of the members of the Supervisory Board In 2008, the members of the Supervisory Board were remunerated as follows: the meeting fee was EUR 200 per meeting, the fee for the loss of working time was EUR 200 per meeting and assignment day, the remuneration for the Chairman of the Supervisory Board was EUR 3,000 a month, the remuneration for the Vice Chairman was EUR 1,500 a month, and the compensation for travelling expenses in accordance with the Finnish State's Travelling Regulations (in first class of state railways). Based on the information the Company has received, shareholders representing over 10% of the number of votes conferred by the Company's shares propose the members of the Supervisory Board be remunerated as follows: the meeting fee EUR 250 per meeting, the fee for the loss of working time EUR 250 per meeting and assignment day, the remuneration for the Chairman of the Supervisory Board EUR 3,000 a month, the remuneration for the Vice Chairman EUR 1,500 a month, and the compensation for travelling expenses in accordance with the Finnish State's Travelling Regulations (in first class of state railways). 11. Resolution on the number of members of the Supervisory Board According to the Articles of Association, the number of Supervisory Board members is 18 to 21. In 2008, the number of members was 19. 12. Election of the members of the Supervisory Board replacing those due to resign According to the Articles of Association, the following members of the Supervisory Board are due to resign: Henrik Holm, Juha-Matti Alaranta, Esa Kaarto, Juho Tervonen, Pentti Pirhonen, Seppo Paavola and Jouni Sikanen. Based on the information the Company has received, shareholders representing over 10% of the number of votes conferred by the Company's shares will announce before the General Meeting a proposal for persons to be elected as members replacing the members of the Supervisory Board due to resign. The possible proposal will be separately published. 13. Resolution on the number of auditors According to the Articles of Association, the Company shall have a minimum of one and a maximum of four auditors and as many deputy auditors at the most. The Board of Directors proposes one auditor be elected for the Company. 14. Election of auditors The Board of Directors proposes Authorized Public Accountants PricewaterhouseCoopers Oy be elected as auditor of the Company until the closing of the next Annual General Meeting. The auditing firm has announced that the auditor in charge of the audit is Chartered Accountant Mr Juha Wahlroos. 15. Proposal by the Board of Directors to amend the Articles of Association The Board of Directors proposes that the Company give up the nominal value of shares and change the time of delivering the notice to General Meeting by amending the Articles of Association, Sections 3, 4 and 13 to read as follows: Section 3 Nominal value of the shares The shares in the Company do not have a nominal value. Section 4 Share series The Series A shares confer a preferential right to a dividend of EUR 0.17, after which a dividend of up to EUR 0.17 shall be paid on Series KII shares. After this, if dividends remain to be paid, Series A and Series KII shares entitle their holders to an equal right to a dividend. Each Series KII share entitles its holder to ten votes (10) and each Series A share to one (1) vote at the General Meeting. Section 13 Venue of the General Meetings, notice to General Meeting and advance registration The Company's General Meetings shall be held in Kuopio or Helsinki. The notice to General Meeting shall be sent to the shareholders no earlier than two (2) months before the last registration date indicated in the notice to General Meeting, and no later than twenty one (21) days prior to the General Meeting, to their addresses by mail, or by means of an announcement published in at least one national newspaper specified by the Board of Directors. To have the right to attend a General Meeting, shareholders must inform the Company of their intention to do so no later than the day mentioned in the notice to General Meeting, which date may be no earlier than ten (10) days prior to the General Meeting. 16. Authorising the Board of Directors to decide on the acquisition of the Company's own shares The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the acquisition of a maximum of 2,800,000 of the Company's own Series A shares in one or more batches with funds belonging to the Company's unrestricted equity, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares. The Company's own Series A shares may be acquired for use as consideration in any acquisitions or other arrangements relating to the Company's business, to finance investments, as part of the Company's incentive scheme, to develop the Company's capital structure, to be otherwise further transferred, to be retained by the Company, or to be cancelled. The Board of Directors may also decide to acquire Series A shares in a proportion other than that of the shares held by shareholders. The shares are acquired in public trading arranged by NASDAQ OMX Helsinki Ltd at the trading price of the date of acquisition. The shares are acquired and paid according to the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd. The Board of Directors is authorised to decide on the acquisition of own shares in all other respects. It is proposed that the authorisation be valid until the closing of the next An-nual General Meeting; however, no longer than 30 June 2010. 17. Authorising the Board of Directors to decide on the issuance of shares and the issuance of option rights and other special rights entitling to shares The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the issue of a maximum total of 12,800,000 new shares or shares possibly held by the Company, in one or more batches, by issuing shares and/or by issuing option rights or other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Companies Act. It is proposed that the authorisation be used for the financing or execution of any acquisitions or other arrangements or in-vestment relating to the Company's business, for the implementation of the Company's incentive scheme or for other purposes subject to the Board of Di-rectors' decision. It is proposed that the authorisation include the Board of Directors' right to decide on any terms and conditions of the share issue and the issue of special rights referred to in Chapter 1, Section 1 of the Finnish Companies Act. The authorisation thus also includes the right to issue shares in a proportion other than that of the shares held by shareholders under the conditions provided in law, the right to issue shares against payment or without charge as well as the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares. It is proposed that the authorisation annul all other valid share issue authorisations, including the authorisation to increase the share capital from reserves, and be valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2010. 18. Closing of the meeting DOCUMENTS OF THE GENERAL MEETING The proposals of the Board of Directors relating to the agenda of the General Meeting as well as this notice are available on Atria Plc's website at www.atria.fi. Atria Plc's financial statements, annual report and auditors' report, as well as the Supervisory Board's statement on the financial statements and auditors' report, will be available on the mentioned website no later than 8 April 2009. The proposals of the Board of Directors and financial statement documents will also be available at the General Meeting, and copies of these documents and this notice will be sent to shareholders upon request. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING 1. The right to participate and registration Each shareholder, who is registered on 19 April 2009 in the shareholders' register of the Company maintained by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders' register of the Company. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than 24 April 2009 before 4.00 p.m. by giving a prior notice of participation. Such notice can be given: a) by e-mail [liisa.liukku@atria.fi]; b) by telephone +358 6 416 8306; c) by telefax +358 6 416 8207; or d) by regular mail to address Atria Plc., Liisa Liukku, PO Box 900, FI-60060 ATRIA. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant. The personal data the shareholder has given to Atria Plc. shall be used only in connection with the General Meeting and with the processing of related registrations. Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting. 2. Proxy representatives and powers of attorney A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. Possible proxy documents should be delivered in originals to address Atria Plc., PO Box 900, 60060 FI-ATRIA before the end of the registration period. 3. Holders of nominee registered shares A holder of nominee registered shares, who wants to participate in the Annual General Meeting, must be entered into the shareholders' register of the Company on the record date 19 April 2009 of the meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank. 4. Other information On the date of this notice to the General Meeting, 1 April 2009, Atria Plc. has a total of 19,063,747 Series A shares, representing a total of 19,063,747 votes, and 9,203,981 Series KII shares representing a total of 92,039,810 votes. April 1, 2009 ATRIA PLC BOARD OF DIRECTORS DISTRIBUTION: Nasdaq OMX Helsinki Main media www.atria.fi
Stock exchange releases | 02.4.2009