Atria Oyj - Decisions of general meeting

Decisions of Atria Plc's Annual General Meeting

Atria Plc Stock exchange release 23 April 2024 at 2.45 p.m.


Decisions of Atria Plc's Annual General Meeting
Atria Plc's Annual General Meeting was held today in Helsinki at the Little
Finlandia. The General Meeting adopted the financial statements and the
consolidated financial statements for the financial year of 1 January to 31
December 2023 and discharged the members of the Supervisory Board and the Board
of Directors, as well as the persons who acted as the CEO from liability for the
financial period which ended on 31 December 2023.
Dividend and repayment capital of EUR 0.60 per share in total
The General Meeting resolved that a dividend of EUR 0.30 per share and a
repayment of capital of EUR 0.30 per share, in total 0.60 EUR per share, be
distributed for the financial period which ended on 31 December 2023. The
repayment of capital will be distributed from the Company's invested
unrestricted equity fund. Dividend and repayment of capital 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 and repayment of
capital. The record date is 25 April 2024, and the date of payment is 3 May
2024.
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.

Adoption of the remuneration policy of the governing bodies
The General Meeting adopted the remuneration policy 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:

Member                          Term ends
Juho Anttikoski                 2025
Mika Asunmaa                    2025
Jyrki Halonen                   2025
Mika Herrala                    2027
Veli Hyttinen                   2026
Jaakko Isomäki                  2026
Lotta Iso-Tuisku                2026
Jussi Joki-Erkkilä              2027
Juha Kiviniemi                  2026
Ari Lajunen                     2027
Vesa Lapatto                    2026
Juha Nikkola                    2025
Mika Niku                       2027
Ari Pöyhönen                    2025
Suvi Rantala                    2025
Risto Sairanen                  2026
Ola Sandberg                    2027
Juha Savela                     2027
Piia Uusitalo                   2027

19 members in total
The General Meeting resolved that the remuneration of the members of the
Supervisory Board be kept at the same level as in 2023, but the meeting
compensation be raised. The fees are as follows: the meeting compensation is EUR
350 per meeting, the compensation for loss of working time is EUR 300 for
meeting and proceeding dates, the fee of the Chairman of the Supervisory Board
is EUR 1,500 a month, the fee of the Deputy Chairman is EUR 750 a month, and
travelling expenses are 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 eight (8)
members. Kjell-Göran Paxal, Ahti Ritola and Leena Laitinen, who were due to
resign, were re-elected as members of the Board of Directors.
It was recorded that in addition, Nella Ginman-Tjeder, Jukka Kaikkonen, Pasi
Korhonen, Seppo Paavola and Mika Joukio continue as members of the Board of
Directors. Nella Ginman-Tjeder, Jukka Kaikkonen and Pasi Korhonen are due to
resign at the closing of the Annual General Meeting 2025 and Seppo Paavola and
Mika Joukio are due to resign from the Board of Directors at the closing of the
Annual General Meeting 2026.
The General Meeting resolved that the remuneration of the members of the Board
of Directors be kept at the same level as in 2023, but the meeting compensation
be raised. The fees 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 5,000 a
month, the fee of the Deputy Chairman EUR 2,800 a month, the fee of a member of
the Board of Directors EUR 2,500 a month, and travelling expenses to be
compensated in accordance with the Company's travel policy.
Election and remuneration of Auditor and Authorised Sustainability Auditor
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 authorised sustainability auditor. Deloitte Oy has notified that
Marika Nevalainen, Authorised Sustainability Auditor, acts as the key
sustainability partner. The General Meeting further resolved that the
remuneration to the authorised sustainability auditor shall be paid as per an
invoice approved by the Company.

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 25 April 2023 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 2025.

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 5,500,000 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 authorization 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 25 April 2023 to the Board of Directors, and is valid until the
closing of the next Annual General Meeting, however, no longer than until 30
June 2025.
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.

The minutes of the Annual General Meeting will be made available on Atria's
website at www.atria.com/en/agm by 7 May 2024 at the latest.

For more information, please contact: Kai Gyllström, CEO, Atria Plc. Contacts
and interview requests via Communications Manager Marja Latvatalo, e-mail:
marja.latvatalo@atria.com, tel. +358 400 777 874.

ATRIA PLC
Kai Gyllström
CEO

DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com