Atria Oyj - Notice to general meeting

Notice to the General Meeting

Seinäjoki, Finland, 2012-03-20 07:00 CET (GLOBE NEWSWIRE) -- Atria Plc Company
Announcement 20 March 2012, 8:00 am 


NOTICE TO THE GENERAL MEETING

Notice is given to the shareholders of Atria Plc to the Annual General Meeting
to be held on Thursday 3 May 2012 at 1:00 p.m. in Finlandia Hall, address:
Mannerheimintie 13, Helsinki, Finland, entrance 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 report of the Board of
Directors, the auditor's report and the Supervisory Board's statement for the
year 2011 

Review by the CEO

7. Adoption of the financial statements

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

The proposal of the Company's Board of Directors for profit distribution was
published on 16 February 2012. The Board of Directors proposes to the General
Meeting that the Company pay a dividend of EUR 0,20 per share for 2011.
Dividends are paid to shareholders who are entered in the Company's shareholder
register maintained by Euroclear Finland Ltd on the record date for the payment
of dividends. The proposed record date for the payment of dividends is 8 May
2012 and the date of payment is 15 May 2012. 

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

10. Amendment of the Articles of Association

The Board of Directors proposes that the General Meeting amend the Articles of
Association so that in the future the Board of Directors of the Company would
be elected by the General Meeting. The amendment is to be taken into account in
Article 7 concerning the Board of Directors, Article 8 concerning the
Supervisory Board and Article 14 concerning Annual General Meeting as follows: 

- After the amendment § 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 seven (7) regular members, who are elected by the Annual General
Meeting for a term of three years. From one to three 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.” 

- After the amendment § 8 of the Articles of Association would read as follows:

“Article 8: Supervisory Board
The Company shall have a Supervisory Board consisting of a minimum of 18 and a
maximum of 21 members, who are elected for a term of three years. In the first
year, six members of the Supervisory Board, as decided on through the drawing
of lots, shall resign; the second year, six members shall resign; and in the
third year, the remaining members shall resign; and after that, the same
sequence shall be followed. Members who are due to resign may be re-elected. 

A person of age sixty-five (65) or older cannot be elected to the Supervisory
Board. 

The Supervisory Board elects a Chairman and Vice Chairman from among its
members for a term of one year. 

The Supervisory Board shall supervise the administration of the company by the
Board of Directors and the president. In addition, it shall be the task of the
Supervisory Board to: 

- submit its statement on the financial statements and auditor's report to the
Annual General Meeting; 
- issue instructions to the Board of Directors on matters that are of
far-reaching consequence or important in principle.” 

- After the amendment § 14 of the Articles of Association would read as follows:

“Article 14: Annual General Meeting
The Annual General Meeting shall be held each year within six months of the end
of the financial year on a day designated by the Board of Directors. The agenda
for the meeting shall include 

the presentation of:
- the financial statements and report of the Board of Directors;
- the auditor's report;
- the Supervisory Board's statement on the financial statements and auditor's
report; 

decision upon:
- approval of the income statement and balance sheet;
- actions to be taken arising from the profit or loss shown in the approved
balance sheet; 
- granting of discharge from liability to the members of the Board of Directors
and to the Supervisory Board and to the president; 
- the number and remuneration of the members of the Board of Directors;
- the number and remuneration of the members of the Supervisory Board;
- the number of auditors and deputy auditors;

the election of:
- members of the Board of Directors replacing  those due to resign;
- members of the Supervisory Board replacing those  due to resign;
- the auditors and deputy auditors; and

discuss:
- other matters stated in the notice of meeting.”

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

In 2011, the members of the Supervisory Board were remunerated 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 the compensation for travelling expenses in
accordance with the Finnish State's Travelling Regulations (in VR first class). 

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

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

According to the Articles of Association, the number of Supervisory Board
members is 18 to 21. In 2011, the number of members was 19. 

Based on the information the Company has received, shareholders representing
over 10% of the votes conferred by the Company's shares propose that the number
of Supervisory Board members shall remain unchanged. 

13. Election of the 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-Matti Alaranta, Lassi-Antti Haarala,
Henrik Holm, Mika Niku, Seppo Paavola, Juho Tervonen and Tomi Toivanen. Based
on the information the Company has received, shareholders representing over 10%
of the votes conferred by the Company's shares propose that of the resigning
Supervisory Board members Lassi-Antti Haarala, Henrik Holm, Mika Niku, Juho
Tervonen and Tomi Toivonen would be re-elected for the term of next three years
and that Seppo Paavola would be replaced by Jari Puutio and Juha-Matti Alaranta
would be replaced by Jussi Hantula. 

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

In 2011, the members of the Board of Directors were remunerated 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 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 the compensation for travelling expenses in accordance with
the Finnish State's Travelling Regulations (in VR first class). 

Based on the information the Company has received, shareholders representing
over 10% of the votes conferred by the Company's shares propose that the
remuneration of the members of the Board of Directors shall remain unchanged. 

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

According to the Articles of Association, the Board of Directors shall consist
of a minimum of five (5) and maximum of seven (7) members. In 2011, the number
of members was six (6). 

Based on the information the Company has received, shareholders representing
over 10% of the votes conferred by the Company's shares propose that the number
of the members of the Board of Directors shall be 7. 

16. Election of the 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: Tuomo Heikkilä, Esa Kaarto and Harri
Sivula. Based on the information the Company has received, shareholders
representing over 10% of the votes conferred by the Company's shares propose
that of the resigning members of the Board of Directors Tuomo Heikkilä, Esa
Kaarto and Harri Sivula would be re-elected as members of the Board of
Directors for the term of next three years, and that Martti Selin who is
resigning from the Board of Directors would be replaced by Seppo Paavola as a
member of the Board of Directors, and that Kjell-Göran Paxal would be elected
as a new member of the Board of Directors for the term of next three years.
Timo Komulainen and Maisa Romanainen would continue as members of the Board of
Directors. Timo Komulainen and Maisa Romanainen are due to resign from the
Board of Directors at the closing of the Annual General Meeting 2013 and Seppo
Paavola at the closing of the Annual General Meeting 2014. 

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 authorised by the Central Chamber
of Commerce and as many deputy auditors at the most. The Board of Directors
proposes to the General Meeting that one auditor be elected for the Company. 

18. Election of auditors

The Board of Directors proposes to the General Meeting that authorised public
accounting firm PricewaterhouseCoopers Oy be elected as the Company's auditor
until the closing of the next Annual General Meeting. The auditing firm has
announced that the auditor in charge of the audit is Authorised Public
Accountant Juha Wahlroos. 

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 29 April 2011 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 2013. 

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 1, 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 29 April 2011 to the Board of Directors, and is
valid until the closing of the next Annual General Meeting, however, no longer
than until 30 June 2013. 

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. Establishment of Nomination Board

The Board of Directors proposes that the Annual General Meeting decides to
establish a Nomination Board as follows: 

The Nomination Board shall consist of shareholders or representatives of
shareholders of the Company and shall prepare proposals concerning the election
and remuneration of the members of the Board of Directors for the next Annual
General Meeting. 

To the Nomination Board shall be elected shareholders of Series KII shares, or
the representatives of such shareholders, as well as the largest shareholder of
Series A shares who does not own Series KII shares, or a representative of such
shareholder. The right to appoint a representative to the Nomination Board is
determined on the first business day of November preceding the Annual General
Meeting based on the Company's shareholders' register maintained by Euroclear
Finland Ltd. In addition, the Chairman of the Board of Directors shall act as
an expert member of the Board. 

In case a shareholder does not wish to use his/her right to appoint a member to
the Nomination Board, the right to appoint will transfer to the next largest
shareholder of Series A shares according to the company's shareholders'
register and who otherwise would not have the appointment right. In case a
shareholder under the obligation to disclose, when necessary, certain changes
in ownership in accordance with the Securities Market Act presents a written
request to the Company's Board of Directors by the end of October, holdings of
a corporation or trust under control of, or holdings held under several funds
or registers of such shareholder will be calculated together when counting the
share of voting rights. 

The Nomination Board shall be convened by the Chairman of the Board of
Directors and Board shall elect a Chairman from among its members. The
Nomination Board shall deliver its proposal to the Board of Directors no later
than on the 1 February preceding the Annual General Meeting. 

23. Closing of the meeting

B. Documents of the General Meeting

The aforementioned proposals relating to the agenda of the General Meeting and
this notice are available on Atria Plc's website at www.atriagroup.com. Atria
Plc's 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 12 April 2012. 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 from 17 May 2012. 

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, 20 April
2012, 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 27April
2012 before 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 1080 2530;
c) by telefax +358 9 774 1035; or
d) by regular mail to address Atria Plc, Anne Ingberg, 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, 20 April 2012, 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 27
April 2012 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 Ingberg, 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. 

Seinäjoki, 19 March 2012

ATRIA PLC
The Board of Directors

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