INVITATION TO THE ANNUAL GENERAL MEETING
ATRIA GROUP PLC APRIL 3, 2008 at 9.35am INVITATION TO THE ANNUAL GENERAL MEETING
INVITATION TO THE ANNUAL GENERAL MEETING The shareholders of Atria Group Plc are invited to attend the Annual General Meeting to be held on Tuesday 29 April 2008 at 1 p.m. at Finlandia Hall, address: Mannerheimintie 13, Helsinki, Finland. The reception of the registered attendees will start at the meeting venue at 12:00 p.m.. The Meeting will deal with the following issues: 1. Matters to be handled at an Annual General Meeting pursuant to the Finnish Companies Act and Article 14 of the Articles of Association The Company's financial statements for 2007 and the Board of Directors' proposal for profit distribution were published on 27 February 2008. The Board of Directors proposes to the Annual General Meeting that the Company pay EUR 0.70 per share in dividend for 2007. According to the proposal, dividends are paid to shareholders who are entered in the Company's shareholder register kept by the Finnish Central Securities Depository Ltd on the record date for the payment of dividends. According to the proposal, the record date for the payment of dividends is 5 May 2008 and the date of payment is 13 May 2008. The Company's Board of Directors proposes that the Company's present auditors, Chartered Accountants Pekka Loikkanen and Eero Suomela, and its deputy auditors, Chartered Accountant Markku Tynjälä and Chartered Accountants PricewaterhouseCoopers Oy, be elected to continue until the closing of the next Annual General Meeting. 2. Board of Directors' proposal to authorise the Board of Directors to decide on the acquisition of own shares The Board of Directors proposes that the Annual General Meeting shall authorise the Board of Directors to decide on the acquisition of a maximum of 2,800,000 of the Company's own Series A shares with funds belonging to the Company's unrestricted equity, subject to the provisions of the Finnish Companies Act on the maximum amount of own shares held by a company. The maximum amount of the Series A shares to be acquired is less than 10 percent of all the Company's shares. The Board of Directors may also decide to acquire Series A shares in deviation from the proportion of the shares held by the shareholders. The consideration to be paid for the shares to be acquired is the average price paid for a Series A share at OMX Nordic Exchange in Helsinki on the date of acquisition. The Series A shares may also be acquired in public trading arranged by OMX Nordic Exchange in Helsinki, in which case the consideration to be paid for the shares is the trading price of the moment of acquisition in such trading. Series A shares may be acquired for use as consideration in any acquisitions or other arrangements relating to the Company's business, to finance investment, as part of the Company's incentive scheme, to develop the Company's capital structure, or to be retained by the Company, to be otherwise further transferred or to be cancelled. The Board of Directors is authorised to decide on the acquisition of own shares in all other respects. It is proposed that the authorisation be valid until the closing of the next Annual General Meeting; however, no longer than 30 June 2009. 3. Board of Directors' proposal to authorise the Board of Directors to decide on the transfer of own shares held by the Company The Board of Directors proposes that the Annual General Meeting shall authorise the Board of Directors to decide on the transfer of own shares held by the Company in one or more batches, so that a maximum total of 2,800,000 Series A shares are subject to the authorisation. The Board of Directors may decide to transfer own Series A shares held by the Company free of charge or against payment and also in deviation from the proportion of the shares held by the shareholders. It is proposed that the authorisation be used for the financing or execution of any acquisitions or other arrangements or investments 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 Board of Directors is also entitled to decide on the transfer of Series A shares in public trading arranged by OMX Nordic Exchange in Helsinki. It is proposed that the authorisation include the Board of Directors' right to decide on any other terms and conditions of the transfer. It is proposed that the authorisation be valid until the closing of the next Annual General Meeting; however, no longer than 30 June 2009. 4. Board of Directors' proposal to authorise the Board of Directors to decide on a share issue The Board of Directors proposes that the Annual General Meeting shall authorise the Board of Directors to decide on a share issue in one or more batches, in which a maximum total of 10,000,000 of the Company's new Series A shares with a nominal value of EUR 1.70 may be issued. It is proposed that the authorisation include the Board of Directors' right to decide on any terms and conditions of the share issue. The authorisation thus also includes the right to issue shares in deviation from the proportion of the shares held by the shareholders under the conditions provided in law, 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 own shares held by a company. 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. It is proposed that the authorisation be valid until the closing of the next Annual General Meeting; however, no longer than 30 June 2009. The authorisation shall not repeal the Board of Directors' valid authorisation to decide on an increase from reserves. 5. Board of Directors' proposal to amend the Articles of Association The Board of Directors proposes that the Company's business name be changed by amending Article 1 of its Articles of Association to read as follows: “The Company's business name is Atria Oyj, in Swedish Atria Abp and in English Atria Plc. The domicile of the Company is Kuopio.” Financial statements and the Board of Directors' proposals for decisions The financial statements and the Board of Directors' proposals will be on view for shareholders at the Company's head office in Nurmo, address: Lapuantie 594, FI-60550 Nurmo; at the Company's office in Seinäjoki, address: Vaasantie 1, FI-60100 Seinäjoki; and on the Company's website at www.atria.fi/konserni as of 22 April 2008. The documents will also be available for review at the Annual General Meeting. Copies of the documents will be sent to shareholders upon request. Right to attend and registration for the Annual General Meeting The right to attend the Annual General Meeting is afforded to shareholders who have been entered as shareholders in the Company's shareholder register kept by the Finnish Central Securities Depository Ltd no later than 19 April 2008. Shareholders with nominee-registered shares shall contact their book-entry account operators in order to be temporarily entered in the Company's shareholder register for the purpose of attending the Annual General Meeting. In order to attend the Annual General Meeting, shareholders shall register for the meeting by notifying the Company by 25 April 2008, 4:00 p.m. Shareholders may register by mail addressed to Atria Group Plc, Liisa Liukku, PO Box 900, FI-60060 Atria, Finland, by phone +358 6 416 8306/Liisa Liukku, by fax +358 6 416 8207 or by email to liisa.liukku@atria.fi by the mentioned due date. The letter of registration must reach its destination before the close of the registration period. Potential powers of attorney are also to be sent to the place of registration to Liisa Liukku before the close of the registration period. Nurmo, 3 April 2008 ATRIA GROUP PLC Board of Directors DISTRIBUTION: Helsinki Stock Exchange Principal media www.atria.fi