Atria Oyj - Decisions of general meeting

Decisions of Atria Plc's Annual General Meeting

Seinäjoki, Finland, 2016-04-28 14:00 CEST (GLOBE NEWSWIRE) -- Atria Plc 
COMPANY ANNOUNCEMENT, 28 April 2016 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 2015 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 2015. 

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 2015. 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 2 May 2016 and the date of payment 10 May 2016. 

Composition and remuneration of the Supervisory Board

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



Member               Term ends
Juho Anttikoski           2019
Mika Asunmaa              2019
Reijo Flink               2017
Lassi-Antti Haarala       2018
Jussi Hantula             2018
Henrik Holm               2018
Hannu Hyry                2019
Veli Hyttinen             2017
Pasi Ingalsuo             2017
Jussi Joki-Erkkilä        2018
Marja-Liisa Juuse         2018
Jukka Kaikkonen           2019
Juha Kiviniemi            2017
Ari Lajunen               2018
Mika Niku                 2018
Pekka Ojala               2017
Heikki Panula             2019
Ahti Ritola               2019
Risto Sairanen            2017
Timo Tuhkasaari           2017
In total 20 members           


The General Meeting resolved that the remuneration of the members of the
Supervisory Board shall be kept at the same level as in 2015. The fees are: the
meeting fee EUR 250 per meeting and the compensation for loss of working time
is EUR 250 per meetings and assignment day. 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. 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 will consist of eight
(8) members. The member due to resign, Jyrki Rantsi, was re-elected as a member
of the Board of Directors for the term of the next three years, and Pasi
Korhonen and Nella Ginman-Tjeder were elected as new members of the Board of
Directors for the term of the next three years. 

It was noted that Seppo Paavola, Esa Kaarto, Jukka Moisio, Kjell-Göran Paxal
and Harri Sivula 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. 

The General Meeting resolved that the remuneration of the members of the Board
of Directors remain unchanged. The fees are: the meeting fee EUR 300 per
meeting and the compensation for loss of working time is EUR 300 per meeting
and assignment day. 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, and travelling expenses are
compensated in accordance with the company’s travel policy. 

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 Samuli Perälä, Authorised Public Accountant. 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 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 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 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. 

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 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. 

Decrease of share premium reserve

The General Meeting resolved, in accordance with the proposal of the Board of
Directors, to reduce the share premium reserve as evidenced by the parent
company’s balance sheet as at 31 December 2015 be reduced 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, holding of shares nor 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. 

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 Helsinki Ltd
Major media
www.atria.fi