INVITATION TO THE ANNUAL GENERAL MEETING
Atria Group plc STOCK EXCHANGE ANNOUNCEMENT 5.4.2005 AT 10.00
INVITATION TO THE ANNUAL GENERAL MEETING Atria Group plc's shareholders are invited to the Annual General Meeting (AGM), which will be held in the company's premises in Kuopio on 3 May 2005, starting at 14.00 hours; the address is Ankkuritie 2, 70460 Kuopio, Finland. The AGM will address the following matters: 1. The matters to be addressed at the AGM as set out in item 16 of the Articles of Association 2. Board of Directors' proposal to amend Article 15 of the Articles of Association The Board of Directors proposes that item 15 of the Articles of Association pertaining to the location where the company's General Meetings are to be held be amended so that the said meetings can be held in either Kuopio or Helsinki. 3. Board of Directors' proposal to authorise the Board of Directors to decide on increasing the share capital by one or more new issues The Board of Directors proposes that the authorisation to increase share capital be renewed as follows. The proposed authorisation would supersede the one valid until 5 May 2005. The Board of Directors proposes that the AGM authorise the Board of Directors to decide on increasing the company's share capital by means of one or more subscription issues, such that the maximum number of the company's new A Series shares, with a nominal value of EUR 1.70, should not exceed the total of 4,218,545 shares, thereby increasing the company's share capital by a maximum of EUR 7,171,526.50. However, this empowerment enables the Board of Directors to decide on raising of the share capital only so that the share capital is raised in all by no more than one-fifth of the registered share capital at the time that the Board of Directors took the decision to raise the share capital. The Board of Directors proposes that this empowerment 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 operation, co-operation arrangements, strengthening or development of the financing or capital structure, or providing the staff with incentives. The said empowerment is proposed to also include that the Board of Directors may decide that shares may be subscribed in exchange for contribution 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. This empowerment shall be in effect for one year as of the empowerment decision taken by the AGM. 4. Sale of shares not transferred to the book-entry system The Board of Directors proposes that the AGM take the decision to sell no more than 26,972 of the company's A Series shares currently in the joint book-entry account on behalf of those owners, who have not submitted their share certificate to the book-entry register or to the account management firm for the purpose of recording of ownership, and that the AGM authorise the Board of Directors to take the necessary action required by this decision. The said shares represent approximately 0.2% of Atria's A Series shares. As stated in the relevant law, the AGM can after 5 years have passed since the so-called notification day, which was in June 1994, take the decision to sell the shares in the joint book-entry account on behalf of their owners if they amount to no more than one percent of the number of all shares. If the owner or other assignee of a share in the joint book-entry account has not within one year of the request issued based on the decision demanded that his right be entered in the book-entry register in the manner provided in the law, then that owner or assignee can, on presenting the share certificate or possible document of title, withdraw a sum corresponding to the value of the shares from the funds accrued from the sale, the notification and sales expenses having been deducted from these funds, and which funds the company has deposited with the provincial government of the company's domicile. 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 above in items 2-4, with their appendices, will be on view for shareholders as of 26 April 2005 at the company's head office in Seinäjoki (address: Vaasantie 1, 60100 Seinäjoki, Finland), and at the company's Kuopio office (address: Ankkuritie 2, 70460 Kuopio, Finland). Copies of the said 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 rests with shareholders who have been recorded as shareholders by 22 April 2005 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 4:00 pm on Thursday, 28 April 2005. Shareholders may register by mail addressed to the company's head office (address: P.O.Box 900, FI-60060 Atria, Finland) or by phone +358 020 472 8111/Liisa Liukku, or by mail addressed to the company's Kuopio office (address: P.O.Box 147, FI-70101 Kuopio, Finland) or by phone +358 020 472 8111/Eija Vuorinne, by the due date. The said letter of notification must reach their destination before the expiry of the registration time. Possible letters of attorney are to be sent to the registration place before the expiry of the registration time. 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 2004. According to the proposal, it is proposed that dividends 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 of the dividend payment shall be 9 May 2005 and the date of payment of the dividend shall be 16 May 2005. Kuopio, 22 March 2005 ATRIA GROUP PLC Board of Directors DISTRIBUTION: Helsinki Stock Exchange Principal Media www.atria.fi