ATRIA GROUP PLC'S ANNUAL GENERAL MEETING, 3 MAY 2006
Atria Group plc STOCK EXCHANGE RELEASE 3 MAY 2006
ATRIA GROUP PLC'S ANNUAL GENERAL MEETING, 3 MAY 2006 The Annual General Meeting decided to confirm the financial statements for 2005, 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 The dividends can be withdrawn from 15 May 2006 onwards by shareholders who were listed in the company's shareholder register on 8 May 2006, from a bank account indicated as the book-entry securities account. 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 significant economic reason from the viewpoint of the company for the deviation, e.g. the financing, implementation or enabling of corporate acquisitions, co-operation arrangements, strengthening or development of the financing or capital structure of the company, or providing the staff with incentives. 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 price may also be determined through a book building issue directed at large investors, in which case some of the company's current shareholders, who may be included in the related parties as referred to in the Finnish Companies Act, might also participate in the issue. 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 following members of the Supervisory Board who were in turn to resign: Henrik Holm, Juha-Matti Alaranta, Esa Kaarto, Juho Tervonen and Pentti Pirhonen, in addition the following new members: Seppo Paavola (Kaustinen), Jouni Sikanen (Joroinen), Lassi-Antti Haarala (Humppila) and Veli Koivisto (Ylitornio). 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