Atria Oyj - Notice to general meeting

Notice to the General Meeting

Seinäjoki, Finland, 2011-03-18 08:00 CET (GLOBE NEWSWIRE) -- Atria Plc         
  COMPANY ANNOUNCEMENT          18 March 2011, 09:00 am 


Notice is given to the shareholders of Atria Plc to the Annual General Meeting
to be held on Friday 29 April 2011 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 2010 

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 17 February 2011. The Board of Directors proposes to the General
Meeting that the Company pay a dividend of EUR 0.25 per share for 2010.
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 4 May
2011 and the date of payment is 11 May 2011. 

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. Proposal by a shareholder for the abolishment of the Supervisory Board

The Finnish Shareholders Association, a shareholder of the Company, proposes to
the General Meeting that the Supervisory Board should be abolished from the
General Meeting deciding on the matter onwards, and that the Articles of
Association should be amended correspondingly. 

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

In 2010, 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 2010, 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: Pasi Ingalsuo, Juha Kiviniemi, Veli
Koivisto, Teuvo Mutanen, Pekka Parikka and Timo Tuhkasaari. Veli Koivisto has
informed the Company that he would not be available for re-election. Based on
the information the Company has received, shareholders representing over 10% of
the votes conferred by the Company's shares propose that all other resigning
Supervisory Board members would be re-elected and that the vacancy relating to
Veli Koivisto not being available for re-election will be filled in accordance
with a separate proposal to be made at the latest in the General Meeting. 

14. Resolution on the number of auditors

According to the Articles of Association, the Company shall have a minimum of
one and a maximum of four auditors and as many deputy auditors at the most,
being authorised by the Central Chamber of Commerce. The Board of Directors
proposes one auditor be elected for the Company. 

15. Election of auditor

The Board of Directors proposes authorised public accounting firm
PricewaterhouseCoopers Oy be elected as auditor of the Company 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. 

16. Authorising the Board of Directors to decide on the acquisition of the
Company's own shares 

The Board of Directors proposes that the General Meeting authorise the Board of
Directors to decide 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 2010 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 30 June 2012. 

17. Authorising the Board of Directors to decide 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 decide on the 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 2010 to the Board of Directors, and is
valid until the closing of the next Annual General Meeting, however, no longer
than 30 June 2012. 

18. 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 8 April 2011. 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 13 May
2011. 

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, 15 April
2011, 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 26 April
2011 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/annualgeneralmeeting;
b) by telephone +358 1080 2530;
c) by telefax +358 9 774 1035; or
d) 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. 

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, 15 April 2011, 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 26
April 2011 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. 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 2011

ATRIA PLC
The Board of Directors



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