ATRIA GROUP PLC'S ANNUAL GENERAL MEETING, 3 MAY 2005
Atria Group plc STOCK EXCHANGE RELEASE 3 MAY 2005
ATRIA GROUP PLC'S ANNUAL GENERAL MEETING, 3 MAY 2005 The Annual General Meeting decided to confirm the financial statements for 2004, 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 35% (EUR 0.595 per share) be paid on the share capital. The dividends can be withdrawn from 16 May 2005 onwards by shareholders who were listed in the company's shareholder register on 9 May 2005, from a bank account indicated as the book-entry securities account. The Annual General Meeting decided to approve the Board of Directors' proposal of amending the location where the company's General Meetings are to be held in the Article 15 of the Articles of Association as follows: "The company's General Meetings can be held in either Kuopio or Helsinki." "The Board of Directors proposes that the AGM take the decision to sell no more than 26,972 of the company's A Series shares currently in the joint book-entry account on behalf of those owners, who have not submitted their share certificate to the book-entry register or to the account management firm for the purpose of recording of ownership, and that the AGM authorise the Board of Directors to take the necessary action required by this decision. The said shares represent approximately 0.2% of Atria's A Series shares. As stated in the relevant law, the AGM can after 5 years have passed since the so-called notification day, which was in June 1994, take the decision to sell the shares in the joint book-entry account on behalf of their owners if they amount to no more than one percent of the number of all shares. 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, Mika Asunmaa and Heikki Panula were elected to replace Tarmo Joensuu and Martti Selin, who had requested to resign. Pekka 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 www.atria.fi