Atria Oyj - Notice to general meeting

Notice to the General Meeting

Seinäjoki, Finland, 2016-03-17 12:00 CET (GLOBE NEWSWIRE) --  Atria Plc COMPANY
ANNOUNCEMENT 17 March 2016 at 13.00 pm. 

Notice to the General Meeting

Notice is given to the shareholders of Atria Plc to the Annual General Meeting
to be held on Thursday 28 April 2016 at 1 p.m. in Finlandia Hall,
Mannerheimintie 13, Helsinki, Finland, entrance through 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 consolidated financial
statements, the report of the Board of Directors, the auditor’s report and the
Supervisory Board’s statement for the year 2015 

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 11 February 2016. The Board of Directors proposes to the General
Meeting that a dividend of EUR 0.40 per share be distributed for the financial
year ended on 31 December 2015. 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 record
date for the payment of the dividend is 2 May 2016 and the proposed date of
payment is 10 May 2016. 

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 2015 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 1,500 a month, the remuneration
for the Vice Chairman was EUR 750 a month, and travelling expenses were
compensated in accordance with the Company’s travel policy. 

The Nomination Board proposes to the General Meeting that the remuneration of
the members of the Supervisory Board be kept at the same level as in 2015. 

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 2015, the number of the members was 20. 

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 remain
20. 

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: Juha Anttikoski, Mika Asunmaa, Hannu Hyry,
Jukka Kaikkonen, Heikki Panula, and Ahti Ritola. In addition, Pasi Korhonen has
announced to renounce his membership in the Supervisory Board. 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 Juha Anttikoski, Mika
Asunmaa, Hannu Hyry, Jukka Kaikkonen, Heikki Panula, and Ahti Ritola would be
re-elected as members of the Supervisory Board for the term of the next three
years, and that Jussi Joki-Erkkilä would be elected as a new member of the
Supervisory Board and replace Pasi Korhonen who is renouncing his membership
halfway through his term. 

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

In 2015 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 Company’s travel policy. 

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

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

According to the Articles of Association, the Board of Directors consists of a
minimum of five (5) and a maximum of nine (9) members. In 2015 the number of
members was eight (8). 

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). 

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

In accordance with the Articles of Association, the following members of the
Board of Directors are due to resign: Timo Komulainen, Maisa Romanainen and
Jyrki Rantsi 

Timo Komulainen and Maisa Romanainen have announced that they will no longer be
available for election as members to the Board of Directors. 

The Nomination Board proposes to the Annual General Meeting that Jyrki Rantsi,
who is due to resign, be re-elected as a member of the Board of Directors, and
that Pasi Korhonen and Nella Ginman-Tjeder would be elected as members of the
Board of Directors for the term of the next three years. 

In addition, Seppo Paavola, Esa Kaarto, Jukka Moisio, Kjell-Göran Paxal and
Harri Sivula would continue as members of the Board of Directors. Seppo Paavola
and Jukka Moisio are due to resign at the closing of the Annual General Meeting
2017, and Esa Kaarto, Kjell-Göran Paxal, and Harri Sivula are due to resign
from the Board of Directors at the closing of the Annual General Meeting 2018. 

16. Resolution on the number and remuneration of auditors

According to the Company’s Articles of Association, the Company shall have a
minimum of one (1) and a maximum of four (4) 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 (1)
auditor be elected for the Company. 

The Board of Directors proposes to the Annual General Meeting that the
remuneration to the auditor to be elected shall be paid as per invoice approved
by the company. 

17. 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. PricewaterhouseCoopers Oy has notified that
Samuli Perälä, Authorised Public Accountant, acts as the principal auditor. 

18. 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 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 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 28 April 2015 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 2017. 

19. Authorisation of the Board of Directors to resolve on the issuance of
shares and the issuance of 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 7,000,000 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 28 April 2015 to the Board of Directors, and is
valid until the closing of the next Annual General Meeting, however, no longer
than until 30 June 2017. 

20. Decrease of share premium reserve

The Board of Directors proposes to the General Meeting that the share premium
reserve, being part of restricted equity, as set forth in the parent company’s
balance sheet as at 31 December 2015 be decerased by transferring all funds
recorded therein, amounting to EUR 138,502,108.85, to the Company’s fund for
invested unrestricted equity. The decrease is done without remuneration and
will not have an effect on the number of shares, rights attached to the shares
or on the proportional holdings of the shareholders. Completion of the decrease
of the share premium account is subject to a public notice and a registration
procedure with the Finnish Patent and Registration Office. 

All practical matters and measures relating to the decrease of the share
premium reserve shall be decided by the Board of Directors. 

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. 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.atria.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 7 April 2016. 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 12 May 2016 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, 18 April
2016, 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 25 April
2016 by 4.00 p.m. by giving a prior notice of participation. Such notice can be
given: 
a) on the Company’s website www.atria.com;
b) by telephone +358 2 0770 6874 on weekdays at 9.00 a.m.–4 p.m.; or
c) 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. 

The shareholder, his/her authorised representative or proxy representative
shall, where necessary, be able to prove his/her identity and/or right of
representation. 

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, 18 April 2016, 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 25
April 2016 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. Parking for meeting participants

The meeting participants may use the Q-Park Finlandia parking facility, located
nearby Finlandia Hall, without charges during the meeting 

5. 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 2016

ATRIA PLC
The Board of Directors

DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com