Atria Oyj - Notice to general meeting

Notice to the General Meeting

Seinäjoki, Finland, 2014-03-20 14:00 CET (GLOBE NEWSWIRE) -- 
Atria Plc Company Announcement, 20 March 2014 at 3 pm.

NOTICE TO THE GENERAL MEETING

Notice is given to the shareholders of Atria Plc to the Annual General Meeting
to be held on Tuesday 6 May 2014 at 1:00 p.m. in Finlandia Hall,
Mannerheimintie 13, Helsinki, Finland, entrance through doors M4 and K4. 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 consolidated financial
statements, the report of the Board of Directors, the auditor's report and the
Supervisory Board's statement for the year 2013 

Review by the CEO.

7. Adoption of the financial statements and the consolidated financial
statements 

8. Resolution on use of the profit shown on the balance sheet and payment of
dividend 

The proposal of the Company's Board of Directors for profit distribution was
published on 13 February 2014. The Board of Directors proposes to the General
Meeting that a dividend of EUR 0.22 per share be distributed for the financial
year ended on 31 December 2013. The proposed dividend is paid to a shareholder
who on the record date for the payment of the dividend is entered into the
Company's shareholder register maintained by Euroclear Finland Ltd. The
proposed record date for the payment of the dividend is 9 May 2014 and the
proposed date of payment is 16 May 2014. 

9. Resolution on the discharge of the members of the Supervisory Board and the
Board of Directors and the CEO from liability 

10. Resolution on remuneration of the members of the Supervisory Board

In 2013 the remuneration of the members of the Supervisory Board was 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 travelling expenses were
compensated in accordance with the Government's Travelling Regulations (train
transport (VR), Extra class). 

Based on the information the Company has received, shareholders representing
more than 10 % of the votes conferred by the Company's shares propose to the
General Meeting that the remuneration of the members of the Supervisory Board
shall remain unchanged. 

11. Resolution on number of the members of the Supervisory Board

According to the Articles of Association, the number of the members of the
Supervisory Board is 18 to 21. In 2013, the number of the members was 19. 

Based on the information the Company has received, shareholders representing
more than 10 % of the votes conferred by the Company's shares propose to the
General Meeting that the number of the Supervisory Board members shall increase
by one to 20 members. 

12. Election of 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: Veli Hyttinen, Pasi Ingalsuo, Juha
Kiviniemi, Pekka Ojala, Risto Sairanen and Timo Tuhkasaari. Based on the
information the Company has received, shareholders representing more than 10 %
of the votes conferred by the Company's shares propose to the General Meeting
that all of the resigning Supervisory Board members (Veli Hyttinen, Pasi
Ingalsuo, Juha Kiviniemi, Pekka Ojala, Risto Sairanen and Timo Tuhkasaari)
would be re-elected as members of the Supervisory Board for the term of the
next three years, and that Reijo Flink would be elected as a new member of the
Supervisory Board. 

13. Amendment of the Articles of Association

The Board of Directors proposes that the General Meeting amend the Article 7 so
that the maximum amount of Board members would be increased by two. In the
future the Board of Directors would consist of a minimum of five (5) and a
maximum of nine (9) members, instead of the maximum currently being seven (7)
members, elected by the Annual General Meeting for a term of three years. From
one to four members of the Board of Directors would resign annually by turn.
After the amendment, Article 7 of the Articles of Association would read as
follows: 

“Article 7: Board of Directors
The Company's administration and the due arrangement of its operations shall be
attended to by the Board of Directors consisting of a minimum of five (5) and a
maximum of nine (9) members, who are elected by the Annual General Meeting for
a term of three years. From one to four members of the Board shall resign
annually by turn, so that each Board member's continuous term of office
terminates at the closing of the third Annual General Meeting following the
election. 

Members who are due to resign may be re-elected. However, a person of age
sixty-five (65) or older cannot be elected to the Board of Directors.” 

14. Resolution on remuneration of the members of the Board of Directors

In 2013 the remuneration of the members of the Board of Directors was as
follows: the meeting fee was EUR 300 per meeting, the fee for the loss of
working time was EUR 300 per meeting and assignment day, the remuneration for
the Chairman of the Board of Directors was EUR 4,400 a month, the remuneration
for the Vice Chairman was EUR 2,200 a month, the remuneration for a member of
the Board of Directors was EUR 1,700 a month, and travelling expenses were
compensated in accordance with the Government's Travelling Regulations (train
transport (VR), Extra class). 

The Nomination Board proposes to the Annual General Meeting that the
remuneration of the members of the Board of Directors remain unchanged. 

15. Resolution on number of members of the Board of Directors

Provided that the General Meeting approves the proposal of the Board of
Directors regarding amendment of the Articles of Association, the Board of
Directors consists of, pursuant to the Articles of Association, a minimum of
five (5) and a maximum of nine (9) members. In 2013 the number of members was
seven (7). 

The Nomination Board proposes to the Annual General Meeting that the number of
the members of the Board of Directors to be elected be eight (8). 

16. Election of members of the Board of Directors replacing those due to resign

In accordance with the Articles of Association, Seppo Paavola, member of the
Board of Directors, is due to resign. 

The Nomination Board proposes to the Annual General Meeting that one member be
elected to the Board of Directors to replace the member due to resign and that
one new member be elected. The Nomination Board proposes that Seppo Paavola,
who is due to resign, be re-elected as a member of the Board of Directors for
the term of the next three years, and that Jukka Moisio be elected as a new
member of the Board of Directors for the term of the next three years. 

Esa Kaarto, Timo Komulainen, Kjell-Göran Paxal, Jyrki Rantsi, Maisa Romanainen
and Harri Sivula would continue as members of the Board of Directors. Esa
Kaarto, Harri Sivula and Kjell-Göran Paxal are due to resign from the Board of
Directors at the closing of the Annual General Meeting 2015, and Timo
Komulainen, Jyrki Rantsi and Maisa Romanainen  are due to resign at the closing
of the Annual General Meeting 2016. 

17. Resolution on the number of auditors

According to the Company's 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, authorised by the Finland Chamber of Commerce. 

The Board of Directors proposes to the Annual General Meeting that one auditor
be elected for the Company. 

18. Election of auditors

The Board of Directors proposes to the Annual General Meeting that authorised
public accounting firm PricewaterhouseCoopers Oy be elected as the Company's
auditor for the following term. The auditing firm has notified that Juha
Wahlroos, Authorised Public Accountant, acts as the principal auditor. 

19. Authorisation of the Board of Directors to resolve on the acquisition of
the Company's own shares 

The Board of Directors proposes that the General Meeting 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 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 26 April 2013 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 2015. 

20. Authorisation of the Board of Directors to resolve 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 resolve on an 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 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. 

It is proposed that the authorisation supersedes the authorisation granted by
the Annual General Meeting on 26 April 2013 to the Board of Directors, and is
valid until the closing of the next Annual General Meeting, however, no longer
than until 30 June 2015. 

21. Authorisation of the Board of Directors to make donations

The Board of Directors proposes that the General Meeting authorise the Board of
Directors to donate a sum of no more than EUR 100,000 from the distributable
capital of the Company to support activities of colleges, universities and
other educational institutions and, in the same context, that the Board of
Directors be authorised to resolve on the schedule of the payments and any
other terms and conditions relating to the donations. 

22. Tasks of the Nomination Board

The Annual General Meeting established the Company's Nomination Board on 3 May
2012, in accordance with the proposal of the Board of Directors, consisting of
shareholders or shareholders' representatives. The task of the Nomination Board
is to prepare proposals concerning the election of Board members and the
remuneration of Board members for the next Annual General Meeting. 

The Board of Directors proposes that the General Meeting amend the tasks of the
Nomination Board to include, in addition to the above-mentioned, also
preparation of a proposal concerning the remuneration of members of the
Supervisory Board for the next Annual General Meeting. 

23. Closing of the meeting

B. Documents of the General Meeting

The aforementioned proposals relating to the agenda of the Annual General
Meeting and this notice are available on Atria Plc's website at
www.atriagroup.com. Atria Plc's financial statements, the consolidated
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 15 April 2014. 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 of 20 May 2014 at the latest. 

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, 23 April
2014, 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 30 April
2014 by 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/annual general meeting;
b) by telephone +358 2 0770 6874 on weekdays at 9.00 a.m. -  4 p.m.;
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, 23 April 2014, 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 30
April 2014 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. 

Parking is free for participants at the Q-Park Finlandia. Please show your
parking ticket at the registration desk. 

Seinäjoki, 20 March 2014

ATRIA PLC
The Board of Directors

DISTRIBUTION:
Nasdaq OMX Helsinki Ltd
Major media
www.atriagroup.com

Attachments:

Atria Plc - Board proposals to AGM 2014.pdf