Atria Plc Company announcement 24 April 2025 at 3.00 p.m.

Decisions of Atria Plc's Annual General Meeting

Atria Plc's Annual General Meeting was held today in Helsinki at Musiikkitalo. The General Meeting adopted the financial statements and the consolidated financial statements for the financial year of 1 January to 31 December 2024 and discharged the members of the Supervisory Board and the Board of Directors, as well as the CEO from liability for the financial period which ended on 31 December 2024.

Dividend of EUR 0.69 per share in total

The General Meeting resolved, in accordance with the proposal of the Board of Directors, that a dividend of EUR 0.69 per share be distributed for the financial period which ended on 31 December 2024. Dividend is paid to a shareholder entered in the Company's shareholder register kept by Euroclear Finland Oy on the record date for the payment of the dividend. The record date is 28 April 2025, and the date of payment is 6 May 2025.

Adoption of the remuneration report of the governing bodies

The General Meeting adopted the remuneration report for the governing bodies in accordance with the proposal of the Board of Directors.

Composition and remuneration of the Supervisory Board

The General Meeting resolved that the composition of the Supervisory Board be as follows:

In total 20 members.

The General Meeting resolved that the meeting compensation and the compensation for the loss of working time of the members of the Supervisory Board be kept at the same level as in 2024, but the remuneration be raised. The remuneration and meeting compensations are as follows: the meeting compensation EUR 350 per meeting, the compensation for the loss of working time EUR 300 for meeting and proceeding dates, the fee of the Chairman of the Supervisory Board EUR 1,700 a month, the fee of the Vice Chairman EUR 850 a month, and travelling expenses compensated in accordance with the Company’s travel policy.

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors consist of nine (9) members. Pasi Korhonen and Jukka Kaikkonen, who were due to resign, were re-elected as members of the Board of Directors and Nina Kopola and Jaana Viertola-Truini were elected as new members of the Board of Directors for the term of the next three years. In addition, the General Meeting elected Juha Kiviniemi as a new member of the Board of Directors to replace Ahti Ritola, who is renouncing his membership during his term for a term continuing until the closing of the Annual General Meeting 2027. In addition, Seppo Paavola, Mika Joukio, Leena Laitinen and Kjell-Göran Paxal continue as members of the Board of Directors.

The term of office of all members of the Board of Directors will expire at the closing of the Annual General Meeting 2026, since the General Meeting resolved to amend Article 7 of the Articles of Association, in accordance with the proposal of the Board of Directors, so that the term of office of a member of the Board of Directors expires at the end of the next Annual General Meeting following the election.

The General Meeting resolved that the meeting compensation and the compensation for the loss of working time of the members of the Board of Directors be kept at the same level as in 2024, but the remuneration be raised. The remuneration and meeting compensations are as follows: the meeting compensation EUR 350 per meeting, the compensation for the loss of working time EUR 300 for meeting and proceeding dates, the fee of the Chairman of the Board of Directors EUR 5,200 a month, the fee of the Deputy Chairman EUR 3,000 a month, the fee of a member of the Board of Directors EUR 2,700 a month and travelling expenses compensated in accordance with the Company’s travel policy.

Election and remuneration of auditor and sustainability reporting assurance provider

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to elect authorised public accounting firm Deloitte Oy as the Company's auditor for the following term. The audit firm has notified that Marika Nevalainen, Authorised Public Accountant, acts as the principal auditor. The General Meeting further resolved that the remuneration to the auditor shall be paid as per an invoice approved by the Company.

The General Meeting also resolved, in accordance with the proposal of the Board of Directors, to elect authorised sustainability audit firm Deloitte Oy as the Company’s sustainability reporting assurance provider. Deloitte Oy has notified that Marika Nevalainen, Authorised Sustainability Auditor, acts as the principal sustainability auditor. The General Meeting further resolved that the remuneration to the sustainability reporting assurance provider shall be paid as per an invoice approved by the Company.

Amendment of the Articles of Association

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend Article 7 of the Articles of Association so that the term of office of a member of the Board of Directors expires at the end of the next Annual General Meeting following the election. Additionally, the General Meeting resolved in accordance with the proposal of the Board of Directors that the mention regarding the members due to resign be removed from Article 7. In its amended form, Article 7 of the Articles of Association reads as follows (unofficial translation in English below for informational purposes only):

“7 § Board of Directors

The Board of Directors is responsible for the company’s governance and proper organisation of the operations. The Board of Directors consists of a minimum of five (5) and a maximum of nine (9) members. The term of office of a member of the Board of Directors expires at the end of the next Annual General Meeting following the election.”

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend Article 12 of the Articles of Association to include the appointment and term of office of the sustainability reporting assurance provider. In its amended form, Article 12 of the Articles of Association reads as follows (unofficial translation in English below for informational purposes only):

“12 § Auditor and sustainability reporting assurance provider

The company shall have one (1) auditor which must be an auditing firm authorised by the Finnish Patent and Registration Office. The company shall have one (1) sustainability reporting assurance provider which must be an authorised sustainability audit firm approved by the Finnish Patent and Registration Office.

The auditor’s and the sustainability reporting assurance provider’s term of office expires at the end of the next Annual General Meeting following the election.”

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend Article 14 of the Articles of Association to include, in addition to the items currently included in Article 14, the handling of the remuneration policy, adoption of the remuneration report, resolving upon the election and remuneration of the sustainability reporting assurance provider, and resolving upon the remuneration of the auditor. Additionally, the General Meeting resolved in accordance with the proposal of the Board of Directors to amend Article 14 to reflect the abovementioned amendment to Article 7 so that instead of electing the members of the Board of Directors to replace those due to resign, the Annual General Meeting shall elect the members of the Board of Directors and that references to deputy auditors and the resolution on the number of auditors and deputy auditors be removed from Article 14. In its amended form, Article 14 of the Articles of Association reads as follows (unofficial translation in English below for informational purposes only):

“14 § Annual General Meeting

The Annual General Meeting is held each year within six months of the end of the financial year on a day designated by the Board of Directors. The meeting shall

present:

- the financial statements and the annual report;
- the auditors’ report;
- the Supervisory Board’s statement on the financial statements and the auditors' report;

decide on:

- the approval of the income statement and the balance sheet;
- any measures called for by the profit or loss reported in the approved balance sheet;
- granting of discharge from liability to the members of the Board of Directors and of the Supervisory Board and to the CEO;
- the number of members of and the remuneration payable to the Board of Directors;
- the number of members of and the remuneration payable to the Supervisory Board;
- the remuneration policy, if necessary;
- the approval of the remuneration report;
- the remuneration of the auditor and the sustainability reporting assurance provider;

elect:

- the members of the Board of Directors;
- the members of the Supervisory Board to replace those due to resign;
- the auditor;
- the sustainability reporting assurance provider; and

discuss:

- other business stated in the notice of meeting.”

The Articles of Association remain otherwise unchanged. The amended Articles of Association become effective once they have been registered with the Trade Register.

Acquisition of the Company’s own shares

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve 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 Helsinki Ltd at the trading price of the moment of acquisition. The shares shall be acquired and paid according to the rules of Nasdaq Helsinki Ltd and Euroclear Finland Oy. The Board of Directors is authorised to decide on the acquisition of own shares in all other respects.

The authorisation supersedes the authorisation granted by the Annual General Meeting on 23 April 2024 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 until 30 June 2026.

Issuance of shares and special rights entitling to shares

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on an issue of a maximum total of 2,800,000  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.

The authorisation includes 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 10, 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.

The authorisation supersedes the authorisation granted by the Annual General Meeting on 23 April 2024 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2026.

Donations

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to donate a maximum of EUR 100,000 of the Company’s distributable funds to support activities of colleges, universities, or other educational institutions or to support other charitable or similar purposes and at the same time authorised the Board of Directors to decide on the schedule of the payments and any other terms and conditions relating to the donations.

ATRIA PLC
Kai Gyllström
CEO

DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com