Atria Oyj - Decisions of general meeting

Decisions of Atria Plc's Annual General Meeting

Seinäjoki, Finland, 2014-05-06 15:00 CEST (GLOBE NEWSWIRE) -- Atria Plc Company
Announcement, 6 May 2014 at 4 pm. 

DECISIONS OF ATRIA PLC'S ANNUAL GENERAL MEETING

Atria Plc's Annual General Meeting was held today in Helsinki at the Finlandia
Hall. The General Meeting approved the financial statements and the
consolidated financial statements for the financial year of 1 January to 31
December 2013 and discharged the members of the Supervisory Board and the Board
of Directors as well as the CEO from liability for the financial period ended
on 31 December 2013. 

Dividend of EUR 0.22 per share

The General Meeting resolved that a dividend of EUR 0.22 per share be
distributed for the financial period ended on 31 December 2013. Dividends are
paid to shareholders entered in the Company's shareholder register kept by
Euroclear Finland Oy on the record date of the payment of the dividend. The
record date is 9 May 2014 and the date of payment 16 May 2014. 

Composition and remuneration of the Supervisory Board

The General Meeting decided that the composition of the Supervisory Board is as
follows: 



Member               Term ends
Juho Anttikoski           2016
Mika Asunmaa              2016
Reijo Flink               2017
Lassi-Antti Haarala       2015
Jussi Hantula             2015
Henrik Holm               2015
Hannu Hyry                2016
Veli Hyttinen             2017
Pasi Ingalsuo             2017
Jukka Kaikkonen           2016
Juha Kiviniemi            2017
Pasi Korhonen             2015
Ari Lajunen               2015
Mika Niku                 2015
Pekka Ojala               2017
Heikki Panula             2016
Jari Puutio               2015
Ahti Ritola               2016
Risto Sairanen            2017
Timo Tuhkasaari           2017
In total 20 members           


The General Meeting decided that the remuneration of the members of the
Supervisory Board and compensation for meeting expenses be unchanged. The fees
are EUR 250 per meeting and the compensation for loss of working time is EUR
250 per day of meetings and proceedings. The fee payable to the Chairman of the
Supervisory Board is EUR 3,000 per month and the fee payable to the Deputy
Chairman is EUR 1,500 per month. 

Amendment of the Articles of Association

The General Meeting resolved, in accordance with the proposal of the Board of
Directors, to amend the Article 7 of the Articles of Association so that the
maximum amount of Board members is increased by two. In the future, the Board
of Directors consists 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 resign annually by turn. 

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors will consist of eight
(8) members. The member due to resign, Seppo Paavola, was re-elected as a
member of the Board of Directors and Jukka Moisio was elected as a new member
of the Board of Directors, both for the term of the next three years. 

It was noted that Esa Kaarto, Timo Komulainen, Kjell-Göran Paxal, Jyrki Rantsi,
Maisa Romanainen and Harri Sivula 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. 

The General Meeting resolved that the remuneration of the members of the Board
of Directors and compensation for meeting expenses be unchanged. The fees are
EUR 300 per meeting and the compensation for loss of working time is EUR 300
per day of meetings and proceedings. The Chairman's fee is EUR 4,400 per month,
the Deputy Chairman's fee is EUR 2,200 per month and ´fee payable to the
members' of the Board of Directors is EUR 1,700 per month. 

Election of Auditor

The General Meeting resolved, in accordance with the proposal of the Board of
Directors, to elect PricewaterhouseCoopers Oy, a firm of Authorised Public
Accountants, as the Company's auditor for a term which expires at closing of
the next Annual General Meeting. The audit firm has notified that the auditor
in charge is Authorised Public Accountant Juha Wahlroos. 

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 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 was authorised
to decide on the acquisition of own shares in all other respects. 

The authorisation cancels 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. 

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 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. The authorisation can 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 cancels 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. 

Donations
The General Meeting resolved, in accordance with the proposal of the Board of
Directors, to authorise the Board of Directors to resolve on a donation of up
to EUR 100,000 to the operations of universities or other educational
institutions. 

Tasks of the Nomination Board

The General Meeting resolved, in accordance with the proposal of the Board of
Directors, to amend the tasks of the Nomination Board to include also
preparation of a proposal concerning the remuneration of members of the
Supervisory Board for the next Annual General Meeting. 

ATRIA PLC
Juha Gröhn
CEO

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