INVITATION TO ANNUAL GENERAL MEETING
Atria Group plc EXCHANGE ANNOUNCEMENT 6 April 2006
INVITATION TO ANNUAL GENERAL MEETING Atria Group plc's shareholders are invited to the Annual General Meeting (AGM) to be held at the company's premises in Kuopio (Ankkuritie 2, 70460 Kuopio, Finland) on Wednesday, 3 May 2006, starting at 2:00 pm. The AGM will address the following: 1. The matters to be addressed at the AGM as set out in item 16 of the Articles of Association. 2. The Board of Directors' proposal to authorise itself to decide on increasing the share capital by one or more new issues. The Board of Directors proposes that the authorisation to increase the share capital be renewed as follows. The proposed authorisation would supersede the authorisation that is valid until 3 May 2006. The Board of Directors proposes that the AGM authorises it to decide on increasing the company's share capital by means of one or more subscription issues, so that the maximum number of the company's A Series shares, with a nominal value of EUR 1.70, should not exceed a total of 4,218,545 shares, thereby increasing the company's share capital by a maximum of EUR 7,171,526.50. However, this authorisation only enables the Board of Directors to decide on raising the share capital so that the share capital is raised by no more than one- fifth of the registered share capital at the time the Board of Directors take the decision to raise the share capital. The Board of Directors proposes that this authorisation includes the right to deviate from the shareholders' subscription privilege on the condition 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 or other arrangements or of assets that are part of the company's business operations, co-operation arrangements, strengthening or development of the financing or capital structure of the company, or providing the staff with incentives. It is also proposed that the authorisation includes the right that the Board of Directors may decide that shares may be subscribed for in exchange for contributions of capital or in accordance with certain terms and conditions. The Board of Directors would be authorised to decide on the parties eligible for subscription, the subscription price and the grounds for setting the subscription price. The authorisation shall be valid for one year from the date of the decision taken by the AGM. Financial statements documentation and the proposals of the Board of Directors The documentation connected to the financial statements and the proposals of the Board of Directors mentioned in item 2 above, together with its appendix, will be on view for shareholders from 26 April 2006 at the company's office in Seinäjoki (address: Vaasantie 1, 60100 Seinäjoki), and at the company's Kuopio office (address: Ankkuritie 2, 70460 Kuopio). Copies of the documents will be sent to those shareholders wishing to have them. Participation in and registration for the AGM The right to attend the Annual General Meeting exists for shareholders who were recorded as shareholders on 21.04.06 in the company's shareholder register maintained by Finnish Central Securities Depository Ltd, unless otherwise stated in law. In order to exercise the right to attend the Annual General Meeting, shareholders must notify the company of their intention to do so by 4:00 pm on Friday, 28 April 2006. Shareholders may register by mail addressed to Atria Group plc, Liisa Liukku, Box 900, FI-60060 Atria, Finland, by phone +358 6 416 or by e-mail addressed to liisa.liukku@atria.fi. The letter of notification must reach its destination before the close of the registration period. Letters of attorney are also to be sent to the place of registration before the close of the registration period. Auditors Shareholders in possession of a voting majority in the company have informed the company that they intend to propose that the company's present auditors, Timo Loikkanen and Eero Suomela (both chartered accountants), be elected to continue as such, and that the firm of chartered accountants SVH Pricewaterhouse Coopers Oy and chartered accountant Markku Tynjälä be appointed as deputy auditors until the closing of the next AGM. Distribution of dividends The Board of Directors has decided to propose to the AGM that a dividend of EUR 0.595 be paid for each share for the financial year 2005. According to the proposal, the dividends are to be paid to those shareholders who are entered in the company's register of shareholders kept by Suomen Arvopaperikeskus Oy on the date of record. The date of record for the dividend payment is 08.05.06, and the date of payment of the dividend is 15.05.06. Nurmo, 21 February 2006 ATRIA GROUP PLC Board of Directors DISTRIBUTION Helsinki Stock Exchange Principal Media www.atria.fi