Atria Oyj - Decisions of general meeting

Decisions of Atria Plc’s Annual General Meeting

Seinäjoki, Finland, 2012-05-03 14:00 CEST (GLOBE NEWSWIRE) -- Atria Plc,
Company Announcement, 3 May 2012, 15:00 EET 


Decisions of Atria Plc's Annual General Meeting

Atria Plc's Annual General Meeting (AGM) was held today in Helsinki at
Finlandia Hall. The AGM approved the financial statements and the consolidated
financial statements for 2011 and discharged the members of the Supervisory
Board and the Board of Directors as well as the CEO from liability for 2011. 

Dividend: EUR 0.20 per share

The AGM approved a dividend of EUR 0.20 per share to be paid for 2011.
Dividends are paid to shareholders entered in the Company's shareholder
register kept by Euroclear Finland Oy on the record date for the payment of
dividends. The record date is 8 May 2012 and the date of payment 15 May 2012. 

Election of Auditor

In accordance with the Board of Directors' proposal, PricewaterhouseCoopers Oy,
a firm of Authorised Public Accountants, was elected as the company's auditor
until the closing of the next AGM. The audit firm has notified that the auditor
in charge is Authorised Public Accountant Juha Wahlroos. 

Purchase of treasury shares and a share issue

The AGM approved the Board of Directors' proposals on the purchase of treasury
shares and on a share issue. 

Donations

The AGM approved the Board of Directors' proposal that a maximum sum of EUR
100,000 can be donated to the operation of universities or other educational
institutions. 

Composition and remuneration of the Supervisory Board

The AGM decided that the composition of the Supervisory Board is to be as
follows: 

Member                                  Term ends

Juho Anttikoski                       2013
Mika Asunmaa                        2013
Lassi-Antti Haarala                  2015
Jussi Hantula                          2015
Juhani Herrala                         2013
Henrik Holm                            2015
Veli Hyttinen                           2014
Pasi Ingalsuo                          2014
Juha Kiviniemi                         2014
Teuvo Mutanen                        2014
Mika Niku                               2015
Heikki Panula                          2013
Pekka Parikka                         2014
Juha Partanen                         2013
Ari Pirkola                               2013
Jari Puutio                               2015
Juho Tervonen                         2015
Tomi Toivanen                         2015
Timo Tuhkasaari                      2014

A total of 19 members.

The AGM decided that the attendance fees of the members of the Supervisory
Board will remain 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. 

Composition and remuneration of the Board of Directors

The AGM decided that the Board of Directors will consist of seven members.
Outgoing members Tuomo Heikkilä, Esa Kaarto and Harri Sivula were re-elected.
After Martti Selin, chairman of the Board since 2005, announced that he is not
available, Seppo Paavola was elected as a new member to replace him on the
Board. Kjell Göran Paxal was also elected as a new member of the Board. Timo
Komulainen and Maisa Romanainen continue as existing members; both are due to
retire by rotation at the closing of the AGM in 2013. Seppo Paavola is due to
retire at the closing of the AGM in 2014 and Tuomo Heikkilä, Esa Kaarto, Harri
Sivula and Kjell-Göran Paxal are due to retire at the closing of the AGM in
2015. 

The AGM decided that the attendance fees of the members of the Board of
Directors will remain 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 the members' fee is EUR 1,700 per month. 

Setting up a Nomination Committee

The AGM approved the Board of Directors' proposal regarding the establishment
of a Nomination Committee. 

Amendment to the Articles of Association

The AGM approved the Board of Directors' proposals for amendments to the
Articles of Association. Articles 7, 8 and 14 were amended to read as follows: 

Article 7: Board of Directors
The company's administration and the due arrangement of its operations are
attended to by the Board of Directors consisting of a minimum of five (5) and a
maximum of seven (7) members, who are elected at the Annual General Meeting for
a term of three years.Each year one to three members of the Board retire by
rotation, so that the term of office of each member ends at the closing of the
third AGM following the election. 

Members who are due to resign by rotation may be re-elected.However, no person
aged sixty-five (65) or above can be elected to the Board of Directors. 

Article 8: Supervisory Board
The company has a Supervisory Board consisting of a minimum of 18 and a maximum
of 21 members, who are selected for terms of three years.In the first year, six
members of the Supervisory Board resign, as decided on through the drawing of
lots; in the second year, another six; and in the third year, the remaining six
of the original members; after that, members resign in turn after serving their
term.Members who are due to resign may be re-elected. 

No person aged sixty-five (65) or above can be elected to the Supervisory Board.

The Supervisory Board elects a chairman and vice chairman from amongst its
members for terms of one year. 

The Supervisory Board supervises the administration of the company by the Board
of Directors and the CEO.In addition, the Supervisory Board has the following
responsibilities: 

- Submitting its statement on the financial statements and auditors' report to
the Annual General Meeting 
- Issuing instructions to the Board of Directors on matters that are of
far-reaching consequence or important in principle 

Article 14: Annual General Meeting
The Annual General Meeting is 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 must include the following: 

the presentation of:

- financial statements and annual report
- the auditors' report
- the Supervisory Board's statement on the financial statements and auditors'
report 

decisions regarding:
- Approval of the income statement and balance sheet
- measures to be taken on the basis of profit or loss shown in the approved
balance sheet 
- granting of discharge from liability to the members of the Board of Directors
and the Supervisory Board and the CEO 
- the number of members of the Board of Directors and remuneration for said
members 
- the number of members of the Supervisory Board and remuneration for said
members 
- the number of auditors and deputy auditors

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

discussion of:
- other matters stated in the notice of the meeting


ATRIA PLC
Juha Gröhn
CEO


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