Notice is given to the shareholders of Atria Plc to the Annual General Meeting to be held on Friday 29 April 2011 at 1:00 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 noon.
A. 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 report of the Board of Directors, the auditor’s report and the Supervisory Board’s statement for the year 2010
Review by the CEO
7. Adoption of the financial statements
8. Resolution on 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 17 February 2011. The Board of Directors proposes to the General Meeting that the Company pay a dividend of EUR 0.25 per share for 2010. Dividends are paid to shareholders who are entered in the Company’s shareholder 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 4 May 2011 and the date of payment is 11 May 2011.
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. Proposal by a shareholder for the abolishment of the Supervisory Board
The Finnish Shareholders Association, a shareholder of the Company, proposes to the General Meeting that the Supervisory Board should be abolished from the General Meeting deciding on the matter onwards, and that the Articles of Association should be amended correspondingly.
11. Resolution on the remuneration of the members of the Supervisory Board
In 2010, the members of the Supervisory Board were remunerated as follows: the meeting fee was EUR 250 per meeting, the fee for the loss of working time was EUR 250 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 VR first class).
Based on the information the Company has received, shareholders representing over 10% of the votes conferred by the Company’s shares propose that the remuneration of the members of the Supervisory Board shall remain unchanged.
12. 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 2010, the number of members was 19. Based on the information the Company has received, shareholders representing over 10% of the votes conferred by the Company’s shares propose that the number of Supervisory Board members shall remain unchanged.
13. Election of the members of the Supervisory Board replacing those due to resign
In accordance with the Articles of Association, the following members of the Supervisory Board are due to resign: Pasi Ingalsuo, Juha Kiviniemi, Veli Koivisto, Teuvo Mutanen, Pekka Parikka and Timo Tuhkasaari. Veli Koivisto has informed the Company that he would not be available for re-election. Based on the information the Company has received, shareholders representing over 10% of the votes conferred by the Company’s shares propose that all other resigning Supervisory Board members would be re-elected and that the vacancy relating to Veli Koivisto not being available for re-election will be filled in accordance with a separate proposal to be made at the latest in the General Meeting.
14. 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, being authorised by the Central Chamber of Commerce. The Board of Directors proposes one auditor be elected for the Company.
15. Election of auditor
The Board of Directors proposes authorised public accounting firm 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 Authorised Public Accountant Juha Wahlroos.
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 instalments 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 shares shall be acquired in a proportion other than that of the shareholders’ current shareholdings in the Company in public trading arranged by NASDAQ OMX Helsinki Ltd at the trading price of the moment of acquisition. The shares shall be 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 supersedes the authorisation granted by the Annual General Meeting on 29 April 2010 to the Board of Directors to decide on the acquisition of the Company’s own shares and is valid until the closing of the next Annual General Meeting; however, no longer than 30 June 2012.
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 Series A shares or Series A shares possibly held by the Company, in one or more instalments, by issuing shares and/or 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 investment relating to the Company’s business, for the implementation of the Company’s incentive scheme or for other purposes subject to the Board of Directors’ 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 shareholders’ current shareholdings in the Company 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 supersedes the authorisation granted by the Annual General Meeting on 29 April 2010 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than 30 June 2012.
18. Closing of the meeting
B. Documents of the General Meeting
The aforementioned proposals relating to the agenda of the General Meeting and this notice are available on Atria Plc’s website at www.atriagroup.com. Atria Plc’s financial statements, the report of the Board of Directors and the auditors’ report, as well as the Supervisory Board’s statement on the financial statements and auditors’ report, will be available on the mentioned website at the latest on 8 April 2011. The proposals and the financial statement documents will also be available at the General Meeting. Copies of the proposals and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the aforementioned website as from 13 May 2011.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration of shareholders registered in the shareholder register
Each shareholder, who is on the record date of the General Meeting, 15 April 2011, registered in the shareholder 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 Finnish book-entry account, is registered in the shareholder register of the Company. Changes in shareholdings occurring after the record date of the General Meeting shall not affect the right to attend the General Meeting or the number of votes of the shareholder.
A shareholder registered in the shareholder register, who wants to participate in the General Meeting, shall register for the meeting no later than 26 April 2011 before 4.00 p.m. by giving a prior notice of participation. Such notice can be given:
a) on the Company’s website www.atriagroup.com/annualgeneralmeeting;
b) by telephone +358 1080 2530;
c) by telefax +358 9 774 1035; or
d) by regular mail to address Atria Plc, Anne Inberg, Läkkisepäntie 23, FI-00620 Helsinki.
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.
2. The right to participate and registration of holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting, 15 April 2011, would be entitled to be registered in the shareholder register of the Company maintained by Euroclear Finland Ltd. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register maintained by Euroclear Finland Ltd at the latest by 26 April 2011 at 10:00 a.m. A holder of nominee registered shares is considered to be registered for the General Meeting, when he/she is notified for temporary registration in the shareholder register as described above.
A holder of nominee registered shares is advised to request necessary instructions regarding the temporary registration in the Company’s shareholder register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank well in advance. The account management organisation of the custodian bank shall notify a holder of nominee registered shares, who wants to participate in the General Meeting, for temporary registration in the Company’s shareholder register at the latest by the time stated above.
3. 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 shareholder may have several proxy representatives, who represent the shareholder with shares booked on different book-entry accounts. In such case the shares represented by each proxy representative shall be notified in connection with the registration. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Possible proxy documents should be delivered in originals to address Atria Plc, Anne Inberg, Läkkisepäntie 23, FI-00620 Helsinki by the end of the registration period.
4. Other information
A 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 pursuant to Chapter 5, Section 25 of the Finnish Companies Act.
On the date of this notice to the General Meeting 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.
Seinäjoki, 17 March 2011
ATRIA PLC
The Board of Directors
DISTRIBUTION:
Nasdaq OMX Helsinki Ltd
Principal media
www.atriagroup.com