Decisions of Atria Plc's Annual General Meeting

Atria Plc   Company announcement 25 April 2023 at 3.00 p.m.


Decisions of Atria Plc's Annual General Meeting

Atria Plc's Annual General Meeting was held today in Helsinki at the Paavo hall, Musiikkitalo. The General Meeting adopted the financial statements and the consolidated financial statements for the financial year of 1 January to 31 December 2022 and discharged the members of the Supervisory Board and the Board of Directors, as well as the CEO from liability for the financial period which ended on 31 December 2022.

Dividend of EUR 0.70 per share

The General Meeting resolved that a dividend of EUR 0.70 per share be distributed for the financial period which ended on 31 December 2022. Dividend is paid to a shareholder entered in the Company's shareholder register kept by Euroclear Finland Oy on the record date for the payment of the dividend. The record date is 27 April 2023 and the date of payment is 5 May 2023.

Adoption of the remuneration report of the governing bodies

The General Meeting adopted the remuneration report for the governing bodies in accordance with the proposal of the Board of Directors.

Composition and remuneration of the Supervisory Board

The General Meeting resolved that the composition of the Supervisory Board be as follows:

20 members in total

The General Meeting resolved that the remuneration of the members of the Supervisory Board be kept at the same level as in 2022. The fees are as follows: the meeting compensation is EUR 300 per meeting, the compensation for loss of working time is EUR 300 for meeting and proceeding dates, the fee of the Chairman of the Supervisory Board is EUR 1,500 a month, the fee of the Deputy 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 consist of eight (8) members. Seppo Paavola and Mika Joukio, who were due to resign, were re-elected as members of the Board of Directors.

It was recorded that Kjell Göran Paxal, Ahti Ritola, Leena Laitinen, Nella Ginman-Tjeder, Jukka Kaikkonen and Pasi Korhonen will continue as members of the Board of Directors. Kjell-Göran Paxal, Ahti Ritola and Leena Laitinen are due to resign from the Board of Directors at the closing of the Annual General Meeting 2024, and Nella Ginman-Tjeder, Jukka Kaikkonen and Pasi Korhonen are due to resign from the Board of Directors at the closing of the Annual General Meeting 2025.

The General Meeting resolved that the remuneration of the members of the Board of Directors shall be raised and the remuneration for 2023 shall be as follows: the meeting compensation EUR 300 per meeting, the compensation for the loss of working time EUR 300 for meeting and proceeding dates, the fee of the Chairman of the Board of Directors EUR 5,000 a month, the fee of the Deputy Chairman EUR 2,800 a month, the fee of a member of the Board of Directors EUR 2,500 a month, and travelling expenses to be 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 Deloitte Oy, a firm of authorised public accountants, as the Company's auditor for the following term. The audit firm has notified that Marika Nevalainen, Authorised Public Accountant, acts as the principal auditor. The General Meeting further resolved that the remuneration to the auditor shall be paid as per an invoice approved by the Company.

Amendments of the Articles of Association

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to amend Article 13 of the Articles of Association to enable holding a general meeting entirely without a meeting venue as so-called remote meeting in addition to the Company’s domicile (Kuopio) or Helsinki. In its amended form, said provision of the Articles of Association would read as follows:

“13 § Venue of General Meetings, notice of meeting and registration

The company’s General Meetings shall be held in Kuopio or Helsinki, Finland. In addition, the Board of Directors may resolve on organizing the General Meeting without a meeting venue whereby the shareholders have the right to exercise their power of decision in full in real time during the meeting using telecommunication connection and technical means.

Notice of a General Meeting shall be given to the shareholders by publishing it on the company's website and by a stock exchange release not earlier than three (3) months and not later than three (3) weeks before the date of the Meeting and in any case not later than nine (9) days before the General Meeting Record Date. In addition, the Board of Directors may decide to publish the notice, or notification of delivering notice, in one or more Finnish national newspapers determined by the Board of Directors, or in any other manner it may decide.

To have the right to participate in a General Meeting, a shareholder must register with the company no later than on the day mentioned in the notice of meeting, which can be no earlier than ten (10) days before the meeting.”

The Articles of Association remain unchanged in other respects.

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 Oy. The Board of Directors is authorised to decide on the acquisition of own shares in all other respects.

The authorisation supersedes the authorisation granted by the Annual General Meeting on 3 May 2022 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 2024.

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. It is proposed that the authorisation 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 authorization 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 supersedes the authorisation granted by the Annual General Meeting on 3 May 2022 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2024.

Donations

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to donate a maximum of  EUR 100,000 of the Company’s distributable funds to support activities of colleges, universities, or other educational institutions or to support other charitable or similar purposes and at the same time authorised the Board of Directors to decide on the schedule of the payments and any other terms and conditions relating to the donations.

The minutes of the Annual General Meeting will be made available on Atria’s website at www.atria.com/agm by 9 May 2023 at the latest.

For more information, please contact Juha Gröhn, CEO of Atria Plc, tel. +358 400 684224.


ATRIA PLC
Juha Gröhn
CEO


DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com