Notice to the general meeting
Atria Plc Stock Exchange Release 15 March 2018 at 1.00 p.m.
NOTICE TO THE GENERAL MEETING
Notice is given to the shareholders of Atria Plc to the Annual General Meeting to be held on Thursday 26 April 2018 at 1:00 p.m. in Finlandia Hall, Mannerheimintie 13, Helsinki, Finland, entrance through doors M3 and K3. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 12:00 noon.
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 2017
Review by the CEO
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
The proposal of the Company’s Board of Directors for profit distribution was published on 15 February 2018. The Board of Directors proposes to the General Meeting that a dividend of EUR 0.50 per share be distributed for the financial year ended on 31 December 2017. The proposed dividend is paid to a shareholder who on the record date for the payment of the dividend is entered into the Company’s shareholder register maintained by Euroclear Finland Ltd. The record date for the payment of the dividend is 30 April 2018 and the proposed date of payment is 8 May 2018.
9. Resolution on the discharge of the members of the Supervisory Board and the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Supervisory Board
In 2017, the remuneration of the members of the Supervisory Board was as follows: the meeting compensation was EUR 250 per meeting, the compensation for the loss of working time was EUR 250 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 be kept at the same level as in 2017.
11. 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 2017, 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 shall remain 20.
12. 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: Lassi-Antti Haarala, Jussi Hantula, Henrik Holm, Jussi Joki-Erkkilä, Marja-Liisa Juuse, Ari Lajunen, and Mika Niku. Of the resigning members, Henrik Holm has announced that he will no longer be available to serve as a member of the Supervisory Board. In addition, Ahti Ritola has announced to renounce his 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 Lassi-Antti Haarala, Jussi Hantula, Jussi Joki-Erkkilä, Marja-Liisa Juuse, Ari Lajunen and Mika Niku, who are due to resign, be re-elected as members of the Supervisory Board and Ola Sandberg be elected as a new member of the Supervisory Board for the term of the next three years, and that Juha Nikkola would be elected as a new member of the Supervisory Board and replace Ahti Ritola who is renouncing his membership halfway through his term.
13. Resolution on the remuneration of the members of the Board of Directors
In 2017, 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 4,700 a month, the fee of the Deputy Chairman was EUR 2,500 a month, the fee of a member of the Board of Directors was EUR 2,000 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 be kept at the same level as in 2017.
14. 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 2017, 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).
15. 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: Esa Kaarto, Kjell-Göran Paxal, and Harri Sivula.
Of the resigning members, Esa Kaarto has announced that he will no longer be available to serve as a member of the Board of Directors.
The Nomination Board proposes to the Annual General Meeting that Kjell-Göran Paxal and Harri Sivula, who are due to resign, be re-elected as members of the Board of Directors and Ahti Ritola be elected as a new member of the Board of Directors for the term of the next three years.
In addition, Nella Ginman-Tjeder, Pasi Korhonen, Jukka Moisio, Seppo Paavola, and Jyrki Rantsi would continue as members of the Board of Directors. Nella Ginman-Tjeder, Pasi Korhonen, and Jyrki Rantsi are due to resign at the closing of the Annual General Meeting 2019, and Seppo Paavola and Jukka Moisio are due to resign from the Board of Directors at the closing of the Annual General Meeting 2020.
16. Resolution on the number and remuneration of auditors
According to the Company’s Articles of Association, the Company shall have a minimum of one (1) and a maximum of four (4) auditors, and as many deputy auditors at the most. 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.
17. Election of auditors
The Board of Directors proposes to the Annual General Meeting that authorised public accounting firm PricewaterhouseCoopers Oy be re-elected as the Company’s auditor for the following term. PricewaterhouseCoopers Oy has notified that Samuli Perälä, Authorised Public Accountant, acts as the principal auditor.
18. Amendment of the Articles of Association
The Board of Directors proposes that the General Meeting resolve to amend the Company’s Articles of Association as follows:
- Article 7 concerning the Board of Directors would be amended so that the following provision would be deleted: “However, no person who is sixty-five (65) or older can be elected to the Board of Directors.” It is proposed that Article 7 remain unchanged otherwise.
- Article 8 concerning the Supervisory Board would be amended so that the following provision would be deleted: “No person who is sixty-five (65) or older can be elected to the Supervisory Board.” It is proposed that Article 8 remain unchanged otherwise.
- Article 10 concerning representing the Company would be amended to read as follows:
“The company shall be represented by members of the Board of Directors and the CEO, two together. The Board of Directors may grant company employees the right to represent the company, either two together or each severally together with a member of the Board of Directors, the CEO or a holder of procuration.”
- Article 12 concerning the Auditors would be amended to read as follows:
“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 Articles of Association updated with the above-proposed amendments are available in their entirety on Atria Plc’s website at www.atria.com.
19. 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 Ltd. 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 27 April 2017 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 2019.
20. 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 27 April 2017 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2019.
21. 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 and other educational institutions 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.
22. Closing of the meeting
B. Documents of the General Meeting
The aforementioned proposals relating to the agenda of the Annual General Meeting and this notice are available on Atria Plc’s website at www.atria.com. Atria Plc’s financial statements, the consolidated financial statements, the report of the Board of Directors and the auditors’ report, as well as the Supervisory Board’s statement on the financial statements and auditors’ report, will be available on the mentioned website at the latest on 5 April 2018. The proposals and the financial statement documents will also be available at the 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 10 May 2018 at the latest.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration of shareholders registered in the shareholder register
Each shareholder, who is on the record date of the General Meeting, 16 April 2018, registered in the shareholder register of the Company maintained by Euroclear Finland Ltd, has the right to participate in the General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder register of the Company. Changes in shareholdings occurring after the record date of the General Meeting shall not affect the right to attend the General Meeting or the number of votes of the shareholder.
A shareholder registered in the shareholder register, who wants to participate in the General Meeting, shall register for the meeting no later than 23 April 2018 by 4:00 p.m. by giving a prior notice of participation. Such notice can be given:
a) on the Company’s website www.atria.com/agm;
b) by telephone +358 2 0770 6874 on weekdays from 9:00 a.m. to 4:00 p.m.; or
c) by regular mail to address Atria Plc, Minna Gatford, Läkkisepäntie 23, FI-00620 Helsinki.
In connection with the registration, a shareholder shall notify his/her name, personal identification number (or the business identity code of the entity he/she represents), address, telephone number and the name of a possible assistant, proxy representative, or legal representative as well as the personal identification number of any proxy representative, or legal representative. The personal data the shareholder has given to Atria Plc shall be used only in connection with the General Meeting and with the processing of related registrations.
The shareholder, his/her authorised representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. The right to participate and registration of 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 he/she on the record date of the General Meeting, 16 April 2018, would be entitled to be registered in the shareholder register of the Company maintained by Euroclear Finland Ltd. 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 Ltd at the latest by 23 April 2018 at 10:00 a.m. 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.
A holder of nominee registered shares is advised to request necessary instructions regarding the temporary registration in the Company’s shareholder register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank well in advance. The account management organisation of the custodian bank shall notify a holder of nominee registered shares, who wants to participate in the General Meeting, for temporary registration in the Company’s shareholder register at the latest by the time stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A shareholder may have several proxy representatives, who represent the shareholder with shares recorded on different book-entry accounts. In such case the shares represented by each proxy representative shall be notified in connection with the registration. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. Possible proxy documents should be delivered in originals to the address Atria Plc, Minna Gatford, Läkkisepäntie 23, FI-00620 Helsinki by the end of the registration period.
4. Parking for meeting participants
The participants to the meeting may use the Q-Park Finlandia parking facility, located nearby Finlandia Hall, without any charge for the duration of the meeting.
5. Other information
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 meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act.
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, 15 March 2018
ATRIA PLC
The Board of Directors
DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com