Notice to the Annual General Meeting
Atria Plc Notice to the Annual General Meeting 19 March 2024 at 1.00 pm
NOTICE to the Annual GENERAL MEETING
Notice is given to the shareholders of Atria Plc (“Atria” or the “Company”) to the Annual General Meeting to be held on Tuesday 23 April 2024 at 13.00 p.m. (EEST) in Little Finlandia, Karamzininranta 4, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence 12.00 p.m. (EEST).
Shareholders may also exercise their voting rights by voting in advance. In addition, the shareholders who have registered for the meeting can follow the Annual General Meeting via webcast. More detailed instructions for the shareholders are provided in Section C of this notice (Instructions for the participants in the General Meeting).
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the consolidated financial statements, the report of the Board of Directors, the auditor’s report and the Supervisory Board’s statement for the year 2023
Review by the CEO.
The Company’s 2023 financial statements consolidated financial statements, the report of the Board of Directors and the auditor's report, as well as the Supervisory Board’s statement on the financial statements and auditors’ report for the year 2023 will are available on the Company’s website on 2 April 2024 at the latest.
7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and payment of dividend and the repayment of capital
The proposal of the Company’s Board of Directors for profit distribution was published on 22 February 2024. The Board of Directors proposes to the General Meeting that a dividend and return of capital in the total amount of EUR 0.60 per share be distributed for the financial year ended on 31 December 2023. The dividend and repayment of capital would consist of a dividend portion of EUR 0.30 per share and capital repayment portion of EUR 0.30 per share. The repayment of capital would be made from the Company’s invested unrestricted equity fund.
The proposed dividend and repayment of capital is paid to a shareholder who on the record date for the payment of the dividend and repayment of capital is entered into the Company’s shareholder register maintained by Euroclear Finland Oy. The record date for the payment of the dividend and repayment of capital is 25 April 2024 and the proposed date of payment is 3 May 2024.
9. Resolution on the discharge of the members of the Supervisory Board and the Board of Directors and the CEO from liability for the financial period 1 January to 31 December 2023
10. Adoption of the remuneration report of the governing bodies
The Board of Directors proposes that the General Meeting adopts the remuneration report for the governing bodies.
11. Adoption of the remuneration policy for governing bodies
The Board of Directors proposes that the General Meeting adopts the remuneration policy for the governing bodies.
The remuneration policy was last time presented to the General Meeting on 29 April 2020. The remuneration policy must be presented to the General Meeting at least every four years or whenever material changes are made to it. The amendments included in the presented remuneration policy for the governing bodies are of a technical nature.
12. Resolution on the remuneration of the members of the Supervisory Board
In 2023, the remuneration of the members of the Supervisory Board was as follows: the meeting compensation was EUR 300 per meeting, the compensation for the loss of working time was EUR 300 for meeting and proceeding dates, the fee of the Chairman of the Supervisory Board was EUR 1,500 a month, the fee of the Deputy Chairman was EUR 750 a month, and travelling expenses were compensated in accordance with the Company’s travel policy.
The Nomination Board proposes to the General Meeting that the remuneration of the members of the Supervisory Board shall be kept at the same level as in 2023. The meeting compensation is proposed to be raised as follows: the meeting compensation EUR 350 per meeting, compensation for loss of working time EUR 300 for meeting and proceeding dates and travel allowance according to the Company's travel policy.
Compensation for meeting expenses is also paid to the Chairman and Vice Chairman of the Supervisory Board when attending Board meetings of the Company.
13. Resolution on the number of the members of the Supervisory Board
According to the Articles of Association, the number of the members of the Supervisory Board is 18 to 21. In 2023, the Supervisory Board had 20 members.
Based on the information the Company has received, shareholders representing more than 10% of the votes conferred by the Company’s shares propose to the General Meeting that the number of the Supervisory Board members to be elected be 19.
14. Election of members of the Supervisory Board replacing those due to resign
In accordance with the Articles of Association, the following members of the Supervisory Board are due to resign: Mika Herrala, Jussi Joki-Erkkilä, Marja-Liisa Juuse, Ari Lajunen, Mika Niku, Ola Sandberg and Juha Savela. In addition, Pasi Ingalsuo and Risto Lahti have announced to renounce their membership in the Supervisory Board.
Based on the information the Company has received, shareholders representing more than 10% of the votes conferred by the Company’s shares propose to the General Meeting that Mika Herrala, Jussi Joki-Erkkilä, Ari Lajunen, Mika Niku, Ola Sandberg and Juha Savela, who are due to resign, be re-elected as members of the Supervisory Board and Piia Uusitalo be elected as a new member of the Supervisory Board for the term of the next three years, and that Lotta Iso-Tuisku be elected as a new member of the Supervisory Board and replace of Pasi Ingalsuo, who is renouncing his membership in the middle of his term.
15. Resolution on the remuneration of the members of the Board of Directors
In 2023, the remuneration of the members of the Board of Directors was as follows: the meeting compensation was EUR 300 per meeting, the compensation for the loss of working time was EUR 300 for meeting and proceeding dates, the fee of the Chairman of the Board of Directors was EUR 5,000 a month, the fee of the Deputy Chairman was EUR 2,800 a month, the fee of a member of the Board of Directors was EUR 2,500 a month, and travelling expenses were compensated in accordance with the Company’s travel policy.
The Nomination Board proposes to the Annual General Meeting that the remuneration of the members of the Board of Directors shall be kept at the same level as in 2023 but the meeting compensation shall be raised. The remuneration for 2024 shall be as follows: the meeting compensation EUR 350 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.
16. Resolution on the number of members of the Board of Directors
According to the Articles of Association, the Board of Directors consists of a minimum of five (5) and a maximum of nine (9) members. In 2023, the number of members was eight (8).
The Nomination Board proposes to the Annual General Meeting that the number of the members of the Board of Directors to be elected be eight (8).
17. Election of members of the Board of Directors replacing those due to resign
In accordance with the Articles of Association, the following members of the Board of Directors are due to resign: Kjell-Göran Paxal, Ahti Ritola and Leena Laitinen.
The Nomination Board proposes to the Annual General Meeting that Kjell-Göran Paxal, Ahti Ritola and Leena Laitinen, who are due to resign, be re-elected as members of the Board of Directors for the term of the next three years.
In addition, Nella Ginman-Tjeder, Jukka Kaikkonen, Pasi Korhonen, Seppo Paavola and Mika Joukio would continue as members of the Board of Directors. Regarding the current members of the Board of Directors, Nella Ginman-Tjeder, Jukka Kaikkonen and Pasi Korhonen are due to resign at the closing of the Annual General Meeting 2025, and Seppo Paavola and Mika Joukio are due to resign from the Board of Directors at the closing of the Annual General Meeting 2026.
18. Resolution on the number and remuneration of auditors and authorised sustainability auditor
According to the Company’s Articles of Association, the Company shall have one (1) auditor which must be an auditing firm authorised by the Finnish Patent and Registration Office. The auditor’s term of office expires at the end of the next Annual General Meeting following the election. The Board of Directors proposes to the Annual General Meeting that one (1) auditor be elected for the Company.
The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor to be elected shall be paid as per an invoice approved by the Company.
Furthermore, the Board of Directors proposes to the Annual General Meeting that the remuneration of the authorised sustainability auditor to be elected shall be paid as per an invoice approved by the Company.
19. Election of auditors and authorised sustainability auditor
The Board of Directors proposes to the Annual General Meeting that authorised public accounting firm Deloitte Oy be elected as the Company’s auditor for the following term. Deloitte Oy has notified that Marika Nevalainen, Authorised Public Accountant, acts as the principal auditor.
The Board of Directors proposes to the General Meeting, that the Authorised Sustainability Audit Firm Deloitte Oy be elected as the Company’s authorised sustainability auditor for the sustainability report from the financial year 2024. Should it be elected, Deloitte Oy has notified the Company that Marika Nevalainen, Authorised Sustainability Auditor, acts as the key sustainability partner.
20. Authorisation of the Board of Directors to resolve on the acquisition of the Company’s own shares
The Board of Directors proposes that the General Meeting 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.
It is proposed that the authorisation supersedes the authorisation granted by the Annual General Meeting on 25 April 2023 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 2025.
21. Authorisation of the Board of Directors to resolve on the issuance of shares and the issuance of special rights entitling to shares
The Board of Directors proposes that the General Meeting 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.
It is proposed that the authorisation include 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.
It is proposed that the authorisation supersedes the authorisation granted by the Annual General Meeting on 25 April 2023 to the Board of Directors and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2025.
22. Authorisation of the Board of Directors to make donations
The Board of Directors proposes that the General Meeting authorise the Board of Directors to donate a sum of no more than EUR 100,000 from the distributable capital of the Company to support activities of colleges, universities or other educational institutions or other charitable or corresponding purposes and, in the same context, that the Board of Directors be authorised to resolve on the schedule of the payments and any other terms and conditions relating to the donations.
23. Closing of the meeting
B. Documents of the General Meeting
The aforementioned proposals on the agenda of the Annual General Meeting and this notice are available on Atria Plc’s website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/. Atria Plc’s financial statements, the consolidated financial statements, the report of the Board of Directors and the auditors’ report, the Supervisory Board’s statement on the financial statements and auditors’ report and the remuneration report as well as the remuneration policy, will be available on the mentioned website at the latest on 2 April 2024. The proposals for resolutions and the other aforementioned documents are also available at the Annual General Meeting. Copies of the proposals and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the aforementioned website as of 7 May 2024 at the latest.
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is on the record date of the General Meeting, on 11 April 2024, registered in the shareholder register of the Company held by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on their personal Finnish book-entry account, is registered in the shareholder register of the Company.
A shareholder registered in the shareholder register, who wants to participate in the General meeting, shall register for the meeting no later than on 15 April 2024 at 16.00 p.m. (EEST) by which time the registration must be received. Registration for the Annual General Meeting will commence on 20 March 2024, at 10.00 a.m. (EEST). Notice of participation can be given in the following manners:
a) on the Company’s website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/.
Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate.
b) by regular mail or by e-mail.
Shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on the Company’s website www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/ or equivalent information to Innovatics Oy by mail to Innovatics Oy, General Meeting / Atria Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi.
In connection with the registration, a shareholder shall notify the requested information such as his/her name, personal identification number or business ID, contact details, as well as the name and personal identification number of any proxy representative or legal representative. The personal data given to the Company and Innovatics Oy by shareholders and proxy representatives is only used in connection with the Annual General Meeting and with the processing of related necessary registrations. For further information on how Atria Plc processes personal data, please review Atria Plc’s privacy notice regarding the Annual General Meeting, which is available at the Company’s website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/ or by e-mail from mari.laurila@atria.com. Shareholder is requested to note that personal information provided in connection with the registration and advance voting by e-mail is provided possibly through an unsecure connection at the shareholder’s own responsibility.
The shareholder, their proxy representative or legal representative, if any, shall be able to prove their identity and/or right of representation at the meeting venue, if necessary.
Additional information on the registration and advance voting is also available on the Company’s website and by calling Innovatics Oy at +358 10 2818 909 from Monday to Friday between 9.00–12.00 a.m. and 13.00–16.00 p.m. (EEST).
2. Holders of nominee-registered shares
A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder on the record date of the General Meeting, on 11 April 2024, would be entitled to be registered in the shareholder register of the Company held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been temporarily registered in the shareholder register maintained by Euroclear Finland Oy at the latest by 18 April 2024 at 10.00 a.m. (EEST). A holder of nominee registered shares is considered to be registered for the General Meeting, when he/she is notified for temporary registration in the shareholder register as described above. Changes in shareholding after the General Meeting record date affect neither the right to participate in the General Meeting nor the shareholders’ number of votes.
A holder of nominee registered shares is advised to request necessary instructions regarding the temporary registration in the shareholder register, the issuing of proxy documents, registration for the General Meeting and advance voting from the shareholder’s custodian bank well in advance. The account management organisation of the custodian bank shall notify the holder of nominee registered shares, who wants to participate in the Annual General Meeting, for temporary registration in the shareholder register of the Company at the latest by the time stated above and see to the voting in advance on behalf of the nominee registered shareholder within the registration period for nominee registered shares.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights also by way of proxy representation. A shareholder's proxy may also elect to vote in advance as described in this notice if he/she so wishes.
The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which he/she will be able to register and vote in advance on behalf of the shareholder that he/she represents. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Proxy and voting instruction templates will be available on the Company’s website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/ 20 March 2024 at the latest. Possible proxy documents should be delivered by mail to Innovatics Oy, General Meeting / Atria Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to agm@innovatics.fi prior to the end of the registration and advance voting period on 15 April 2024 at 16.00 p.m. (EEST), by which time the proxy documents must be received.
Shareholders that are legal persons can also use the electronic suomi.fi authorisation service instead of a traditional proxy document. In this case, the legal person shall authorise the authorised representative nominated by the legal person in the suomi.fi service at suomi.fi/e-authorizations by using the mandate theme “Representation at the General Meeting”. In the General Meeting service, the authorised representative shall in connection with registration use strong electronic authentication and thereafter the electronic authorisation is verified automatically. Strong electronic authentication can be conducted with online banking codes or a mobile certificate. Further information is available at suomi.fi/e-authorizations and on the Company’s website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/.
4. Advance voting
Shareholders with a Finnish book-entry account or equity savings account may vote in advance on certain agenda matters of the General Meeting during the period from 20 March 2024 at 10.00 a.m. until 15 April 2024 at 16.00 p.m. (EEST), in the following manners:
a) on the Company’s website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/.
Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate.
b) by regular mail or e-mail
A shareholder may submit the advance voting form available on the Company’s website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/ on 20 March 2024 at the latest or corresponding information to Innovatics Oy by e-mail addressed to agm@innovatics.fi, or by regular mail addressed to Innovatics Oy, General Meeting / Atria Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki. The advance votes must be received by the end of the advance voting period.
If a shareholder participates in the General Meeting by submitting the votes in advance, submission of the votes before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration.
A shareholder who has voted in advance cannot request information under the Finnish Companies Act or request a vote at the General Meeting or change the given votes if they or their proxy representative is not present at the General Meeting venue.
With regards to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the registration period for holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented unchanged at the General Meeting.
The terms and other instructions concerning the electronic voting are available on the company’s website www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/.
5. Other instructions and information
The shareholders who have registered to the meeting may follow the Annual General Meeting online via webcast. Instructions on following the webcast and a personal link to the webcast will be sent to the shareholders to e-mail address or phone number given by the shareholder in connection with the registration before the Annual General Meeting. Instructions on following the webcast are available on the Company’s website. Following the AGM via webcast is not considered participating in the General Meeting or exercising shareholder rights. Shareholders that wish to follow the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the General Meeting.
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
On the date of this notice to the General Meeting Atria Plc has a total of 19,063,747 Series A shares, representing a total of 19,063,747 votes, and 9,203,981 Series KII shares representing a total of 92,039,810 votes.
Seinäjoki, 19 March 2024
ATRIA PLC
The Board of Directors
DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com