ATRIA GROUP PLC'S ANNUAL GENERAL MEETING

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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The dividends can be withdrawn from 17 May 2004 onwards by shareholders who 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

DISTRIBUTION

Helsinki Exchanges
Principal media


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