ATRIA GROUP PLC'S NOTICE OF ANNUAL GENER
Atria Group plc STOCK EXCHANGE ANNOUNCEMENT 5 APRIL 2004 AT 9.30 A.M.
ATRIA GROUP PLC'S NOTICE OF ANNUAL GENERAL MEETING Atria Group plc shall release its official Notice of Annual General Meeting on Thursday, 8 April 2004, as follows: NOTICE OF ANNUAL GENERAL MEETING Atria Group plc's shareholders are invited to the Annual General Meeting that will be held at 14:00 on Wednesday, 5 May 2004 in Kuopio on the company's premises at the address Ankkuritie 2, 70460 Kuopio, Finland. The following matters will be dealt with at the Annual General Meeting: 1. The matters specified as being the business of Annual General Meetings in Article 16 of the Articles of Association 2. The Board of Directors' proposal to amend Article 8 of the Articles of Association The Board of Directors proposes that Article 8 of the Articles of Association, which pertains to the Board of Directors, be amended such that the Board of Directors shall include 5-7 members instead of the present number of seven ordinary members and six deputy members. 3. The Board of Directors' proposal to authorise the Board to decide on raising the share capital by means of one or more rights offerings The Board of Directors proposes that the Annual General Meeting 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 Board of Directors proposes that the authorisation shall include 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. It is also proposed that the authorisation shall permit 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 would be 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. It is proposed that the authorisation granted by the Annual General Meeting shall be valid for a period of one year. Financial statement documents and proposals of the Board of Directors Documents relating to the financial statements and the proposals referred to in points 2 and 3 above, along with their annexes, will be available for inspection by shareholders as from 28 April 2004 at the company's office in Seinäjoki (Vaasantie 1, FI-60100, Seinäjoki) and the company's office in Kuopio (Ankkuritie 2, FI-70460 Kuopio). Copies of these documents will be sent to shareholders upon request. Participation and registration in the Annual General Meeting The right to attend the Annual General Meeting rests with shareholders who have been recorded as shareholders by 23 April 2004 in the company's shareholder register maintained by Finnish Central Securities Depository Ltd, unless otherwise stated in law. In order to have the right to attend the Annual General Meeting, shareholders must notify the company of their intention to do so by 16:00 on Friday, 30 April 2004. Shareholders may register for the meeting by mailing or telephoning the company's head office (P.O. Box 900, FI-60060 ATRIA, +358 6 416 8306/Liisa Liukku) or by mailing or telephoning the company's office in Kuopio (P.O. Box 147, FI-70101 Kuopio, tel. +358 17 156 230/Eija Vuorinne). The letter must be received before the end of the registration deadline. It is requested that any proxies be submitted to the place of registration within the registration period. Dividends The Board of Directors has decided to propose to the Annual General Meeting that the company pay a dividend of EUR 0.425 per share for 2003. According to the proposal, the dividend will be paid to shareholders who have been entered by the record date in the company's shareholder register that is kept by Finnish Central Securities Depository Ltd. The record date is 10 May 2004 and the payout date is 17 May 2004. Kuopio 24 February 2004 ATRIA GROUP PLC Board of Directors ATRIA GROUP PLC Seppo Paatelainen President DISTRIBUTION Helsinki Exchanges Principal media