Atria Oyj - Decisions of general meeting

Decisions of Atria Plc's Annual General Meeting

Seinäjoki, Finland, 2015-04-28 14:00 CEST (GLOBE NEWSWIRE) -- Atria Plc, Stock
exchange release, 28 April 2015 at 15.00 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 2014 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 2014. 

Dividend of EUR 0.40 per share
The General Meeting resolved that a dividend of EUR 0.40 per share be
distributed for the financial period ended on 31 December 2014. 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 30 April 2015 and the date of payment 8 May 2015. 

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       2018
Jussi Hantula             2018
Henrik Holm               2018
Hannu Hyry                2016
Veli Hyttinen             2017
Pasi Ingalsuo        2017     
Marja-Liisa Juuse    2018     
Jukka Kaikkonen           2016
Juha Kiviniemi            2017
Pasi Korhonen             2018
Ari Lajunen               2018
Mika Niku                 2018
Pekka Ojala               2017
Heikki Panula             2016
Ahti Ritola               2016
Risto Sairanen            2017
Timo Tuhkasaari           2017
In total 20 members           




The General Meeting decided that the monthly fees of the Chairmen of the
Supervisory Board be halved, and that other remuneration 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
1,500 per month and the fee payable to the Deputy Chairman is EUR 750 per
month. 

Composition and remuneration of the Board of Directors
The General Meeting resolved that the Board of Directors will consist of eight
(8) members. The members due to resign, Esa Kaarto, Kjell-Göran Paxal and Harri
Sivula, were re-elected as a member of the Board of Directors for the term of
the next three years. 

It was noted that Seppo Paavola, Timo Komulainen, Jukka Moisio, Jyrki Rantsi
and Maisa Romanainen continue as members of the Board of Directors. Timo
Komulainen, Jyrki Rantsi and Maisa Romanainen are due to resign from the Board
of Directors at the closing of the Annual General Meeting 2016 and Seppo
Paavola and Jukka Moisio are due to resign at the closing of the Annual General
Meeting 2017. 

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 and remuneration 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. The General Meeting
further resolved that the remuneration to the auditor shall be paid as per
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 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 6 May 2014 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 2016. 

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 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. 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 6 May 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 2016. 

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. 

ATRIA PLC
Juha Gröhn
CEO

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