ATRIA GROUP PLC'S ANNUAL GENERAL MEETING
Atria Group plc STOCK EXCHANGE RELEASE 5 MAY 2004 AT 15:30
ATRIA GROUP PLC'S ANNUAL GENERAL MEETING, 5 MAY 2004
The Annual General Meeting decided to confirm the financial statements for
2003, to discharge the members of the Supervisory Board, the members of the
Board of Directors and the President from liability, and that a dividend of
25% (EUR 0.425 per share) be paid on the share capital.
The dividends can be withdrawn from 17 May 2004 onwards by shareholders who
were listed in the company's shareholder register on 10 May 2004, from a bank
account indicated as the book-entry securities account.
The Annual General Meeting decided to approve the Board of Directors'
proposal to amend Article 8 of the Articles of Association:
"Article 8: The Board of Directors
The company's administration and the due arranging of its operations shall be
attended to by a Board of Directors comprising a minimum of five (5) and a
maximum of seven (7) regular members who are elected by the Supervisory Board
for three calendar years. In the first year or when the Supervisory Board so
decides, two members of the Board, as decided on by the drawing of lots,
shall resign; during the second year, two members shall resign; during the
third year, three members shall resign; and after that, the same sequence
shall be followed. Members who are due to resign may be re-elected. However,
a person who is sixty-five (65) or older cannot be elected to the Board of
Directors."
The Annual General Meeting resolved to authorise the Board of Directors to
decide on raising the share capital by means of one or more rights offerings
such that a maximum total of 4,218,545 of the company's Series A shares, each
having a nominal value of EUR 1.70, be issued in the rights offering,
increasing the share capital by a maximum of EUR 7,171,526.50.
On the basis of this authorisation, the Board of Directors may only decide on
raising the share capital by a maximum of one-fifth of the registered share
capital on the date on which the Board of Directors takes its decision to
raise the share capital.
The authorisation includes the right to deviate from shareholders' pre-
emptive subscription rights, provided that there is a substantial financial
reason for the company to do so, such as funding an acquisition,
collaboration arrangements, strengthening or developing the financial or
capital structure, or providing incentives to employees.
The authorisation permits the Board of Directors to decide that shares can be
subscribed for against payment in kind or under certain other terms. The
Board of Directors has been given the right to decide on who shall have
subscription rights, the subscription price and the grounds according to
which the subscription price will be set.
The authorisation is valid for a period of one year from the date on which it
was granted by the Annual General Meeting.
The Annual General Meeting decided to re-elect the members of the Supervisory
Board who were in turn to resign. In addition, Pasi Ingalsuo was elected to
replace Paavo Hylkilä, who had requested to resign.
The personal data and community of interests of the members elected to the
Supervisory Board: Tarmo Joensuu, 63, farmer, member of Itikka Co-operative's
Board of Directors; Juhani Herrala, 44, farmer, member of Itikka Co-
operative's Board of Directors; Martti Selin, 57, farmer, Vice Chairman of
Itikka Co-operative's Supervisory Board; Ahti-Pekka Vornanen, 44, Commercial
Institute Graduate, farmer, Chairman of Lihakunta's Supervisory Board; Pentti
Annala, 59, farmer, member of Itikka Co-operative's Supervisory Board; Matti
Olkkonen, 56, farmer, member of Lihakunta's Supervisory Board; Pasi Ingalsuo,
38, farmer, member of Itikka Co-operative's Board of Directors.
Timo Loikkanen, Authorised Public Accountant, and Eero Suomela, Authorised
Public Accountant, were re-elected as auditors. PricewaterhouseCoopers Oy and
Markku Tynjälä, Authorised Public Accountant, were re-elected as deputy
auditors.
ATRIA GROUP PLC
Erkki Roivas
Financial Director
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