Decisions of Atria Plc's Annual General Meeting

Atria Plc COMPANY ANNOUNCEMENT, 27 April 2017 at 15.15 pm

 
In total 20 members

The General Meeting resolved that the remuneration of the members of the Supervisory Board shall be kept at the same level as in 2016. The fees are: the meeting fee is EUR 250 per meeting and the compensation for loss of working time is EUR 250 per meeting and assignment day, the remuneration for the Chairman of the Supervisory Board is EUR 1,500 a month, the remuneration for the Vice Chairman is EUR 750 a month, and travelling expenses are compensated in accordance with the Company’s travel policy.

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors will consist of eight (8) members. The members due to resign, Seppo Paavola and Jukka Moisio, were re-elected as members of the Board of Directors for the term of the next three years.

It was noted that Nella Ginman-Tjeder, Esa Kaarto, Pasi Korhonen, Kjell-Göran Paxal, Jyrki Rantsi, and Harri Sivula continue as members of the Board of Directors. Esa Kaarto, Kjell-Göran Paxal, and Harri Sivula are due to resign from the Board of Directors at the closing of the Annual General Meeting 2018, and Nella Ginman-Tjeder, Pasi Korhonen, and Jyrki Rantsi are due to resign from the Board of Directors at the closing of the Annual General Meeting 2019.

The General Meeting resolved that the remuneration of the members of the Board of Directors be increased. The fees are: the meeting fee is EUR 300 per meeting, the compensation for loss of working time is EUR 300 per meeting and assignment day, the remuneration for the Chairman of the Board of Directors is EUR 4,700 a month, the remuneration for the Vice Chairman is EUR 2,500 a month, the remuneration for a member of the Board of Directors is EUR 2,000 per month, and travelling expenses are compensated in accordance with the company’s travel policy.

Election and remuneration of Auditor

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to elect PricewaterhouseCoopers Oy, a firm of authorised public accountants, as the company's auditor for a term which expires at closing of the next Annual General Meeting. The audit firm has notified that the auditor in charge is Samuli Perälä, APA. The General Meeting further resolved that the remuneration to the auditor shall be paid as per invoice approved by the company.

Acquisition of the Company’s own shares

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on the acquisition of a maximum of 2,800,000 of the company’s own series A shares in one or more instalments with funds belonging to the company’s unrestricted equity, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares. The company’s own Series A shares may be acquired for use as consideration in any acquisitions or other arrangements relating to the company’s business, to finance investments, as part of the company’s incentive scheme, to develop the company’s capital structure, to be otherwise further transferred, to be retained by the company, or to be cancelled.

The shares shall be acquired in a proportion other than that of the shareholders’ current shareholdings in the company in public trading arranged by Nasdaq Helsinki Ltd at the trading price of the moment of acquisition. The shares shall be acquired and paid according to the rules of Nasdaq Helsinki Ltd and Euroclear Finland Ltd. The Board of Directors was authorised to decide on the acquisition of own shares in all other respects.

The authorisation cancels the authorisation granted by the Annual General Meeting on 28 April 2016 to the Board of Directors to decide on the acquisition of the company’s own shares and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2018.

Issuance of shares and special rights entitling to shares

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on an issue of a maximum total of 5,500,000 new series A shares or series A shares possibly held by the company, in one or more instalments, by issuing shares and/or option rights or other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation can be used for the financing or execution of any acquisitions or other arrangements or investment relating to the company’s business, for the implementation of the company’s incentive scheme or for other purposes subject to the Board of Directors’ decision.

The authorisation includes the Board of Directors’ right to decide on any terms and conditions of the share issue and the issue of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation thus also includes the right to issue shares in a proportion other than that of the shareholders’ current shareholdings in the company under the conditions provided in law, the right to issue shares against payment or without charge as well as the right to decide on a share issue without payment to the company itself, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares.

The authorisation cancels the authorisation granted by the Annual General Meeting on 28 April 2016 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2018.

Donations

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on a donation of up to EUR 100,000 to the operations of universities or other educational institutions.

Charter of the Shareholders’ Nomination Board

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend the charter of the Shareholders’ Nomination Board and to adopt the written charter of the Shareholders’ Nomination Board. The charter was amended as follows:

a) the right to nominate a representative to the Nomination Board is determined as previously but, going forward, in accordance with the situation on the first banking day of the September preceding the Annual General Meeting, i.e. two months earlier than pursuant to the charter in effect;

b) correspondingly, a shareholder obligated to notify the Company of certain changes in its shareholding in certain circumstances under the Finnish Securities Markets Act or who has diversified its holdings in several funds or registers, need to present a written request of combining its shareholdings when calculating the voting rights to the Company’s Board of Directors two months earlier, i.e. by the end of August;

c) the charter be added a note that holdings by a holder of nominee registered shares will be considered when determining the composition of the Nomination Board if the holder of nominee registered shares presents a written request to that effect to the Board of Directors no later than by the end of the August preceding the next Annual General Meeting; and so that

d) the charter be specified by adding thereto certain mainly procedural provisions concerning internal operation of the Nomination Board such as provisions regarding chairman’s duties, decision-making order of the Nomination Board, confidentiality and amendment of the charter.


ATRIA PLC
Juha Gröhn
CEO


DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com