Notice to the General Meeting
Atria Plc COMPANY ANNOUNCEMENT 19 March 2010, 09:00 am
NOTICE TO THE GENERAL MEETING
Notice is given to the shareholders of Atria Plc to the Annual General Meeting
to be held on Thursday 29 April 2010 at 1:00 p.m. in Finlandia Hall, address:
Mannerheimintie 13, Helsinki, Finland, entrance 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 p.m.
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 report of the Board of
Directors, the auditors' report and the Supervisory Board's statement for the
year 2009
Review by the CEO
7. Adoption of the financial statements
8. Resolution of the use of the profit shown on the balance sheet and the
payment of dividend
The proposal of the Company's Board of Directors for profit distribution was
published on 18 February 2010. The Board of Directors proposes to the General
Meeting that the Company pay a dividend of EUR 0.25 per share for 2009.
According to the proposal, dividends are paid to shareholders who are entered in
the Company's shareholder register maintained by Euroclear Finland Ltd on the
record date for the payment of dividends. The proposed record date for the
payment of dividends is 4 May 2010 and the date of payment is 11 May 2010.
9. Resolution on the discharge of the members of the Supervisory Board and the
Board of Directors as well as the CEO from liability
10. Proposal by a shareholder for the abolishment of the Supervisory Board
Osakesäästäjien Keskusliitto Ry, a shareholder of the Company, proposes to the
General Meeting that the Supervisory Board should be abolished from the General
Meeting deciding on the matter onwards, and that the Articles of Association
should be amended correspondingly.
According to the understanding of the Company's Board of Directors, the
abolishment of the Supervisory Board would require following amendments to the
Articles of Association:
- Article 7 concerning the Board of Directors to be amended so that the General
Meeting, in stead of the Supervisory Board, resolves on the election and
resignation of members of the Board of Directors.
- Article 8 concerning the Supervisory Board to be removed.
- In article 14 concerning the Annual General Meeting, the reference to the
statement of the Supervisory Board to be removed and the decisions regarding the
discharge from liability of, number of, remuneration to and election of members
of the Supervisory Board would be removed and replaced, to the extent
applicable, by corresponding decisions regarding members of the Board of
Directors.
11. Resolution on the remuneration of the members of the Supervisory Board
In 2009, the members of the Supervisory Board were remunerated as follows: the
meeting fee was EUR 250 per meeting, the fee for the loss of working time was
EUR 250 per meeting and assignment day, the remuneration for the Chairman of the
Supervisory Board was EUR 3,000 a month, the remuneration for the Vice Chairman
was EUR 1,500 a month, and the compensation for travelling expenses in
accordance with the Finnish State's Travelling Regulations (in first class of
state railways).
Based on the information the Company has received, shareholders representing
over 10% of the number of votes conferred by the Company's shares propose that
the remuneration of the members of the Supervisory Board shall remain unchanged.
12. Resolution on the number of members of the Supervisory Board
According to the Articles of Association, the number of Supervisory Board
members is 18 to 21. In 2009, the number of members was 19.
Based on the information the Company has received, shareholders representing
over 10% of the number of votes conferred by the Company's shares will announce
before the General Meeting a proposal for the number of Supervisory Board
members. The possible proposal will be published separately.
13. Election of the 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: Juho Anttikoski, Mika Asunmaa, Juhani
Herrala, Heikki Panula, Ari Pirkola and Marita Riekkinen. In addition, Olavi
Kuja-Lipasti has submitted his resignation. Based on the information the Company
has received, shareholders representing over 10% of the number of votes
conferred by the Company's shares will announce before the General Meeting a
proposal for persons to be elected as new members of the Supervisory Board. The
possible proposal will be published separately.
14. Resolution on the number of auditors
According to the Articles of Association, the Company shall have a minimum of
one and a maximum of four Authorized Public Accountants as auditors and as many
deputy auditors at the most. The Board of Directors proposes one auditor be
elected for the Company.
15. Election of auditors
The Board of Directors proposes Authorized Public Accountants
PricewaterhouseCoopers Oy be elected as auditor of the Company until the closing
of the next Annual General Meeting. The auditing firm has announced that the
auditor in charge of the audit is Chartered Accountant Mr Juha Wahlroos.
16. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the General Meeting resolves to amend the
Articles of Association as follows:
- Article 13 concerning the notice to General Meeting would be amended so that
the notice to General Meeting shall delivered by releasing the notice of meeting
on the Company's website and as stock exchange release no more than three (3)
months and no less than three (3) weeks prior to the General Meeting, however,
always at least nine (9) days prior to the record date of the General Meeting.
The Board of Directors may in addition decide to announce the notice or
information of the release of the notice in one or more national newspaper
specified by the Board of Directors or in other ways as may be decided by the
Board of Directors.
- Article 15 concerning the book-entry system would be amended to read as
follows: 'The shares in the Company are incorporated in the book-entry system.'
17. Authorising the Board of Directors to decide on the acquisition of the
Company's own shares
The Board of Directors proposes that the General Meeting 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 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 OMX Helsinki Ltd at the trading price of the moment of acquisition. The
shares shall be acquired and paid according to the rules of NASDAQ OMX 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 29 April 2009 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 30 June 2011.
18. Authorising the Board of Directors to decide on the issuance of shares and
the issuance of option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting authorise the Board of
Directors to decide on the issue of a maximum total of 12,800,000 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 in-vestment 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 1, 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 29 April 2009 to the Board of Directors, and is
valid until the closing of the next Annual General Meeting, however, no longer
than 30 June 2011.
19. Authorising the Board to make donations
The Board of Directors proposes that the General Meeting authorises the Board
to donate the sum of no more than Eur 150,000 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 be authorised
to decide the schedule of payments and any other terms and conditions governing
the donations.
20. Closing of the meeting
B. DOCUMENTS OF THE GENERAL MEETING
The aforementioned proposals relating to the agenda of the General Meeting, this
notice and Atria Plc's 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 Atria
Plc's website at www.atriagroup.fi at the latest on 8 April 2010. 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.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
1. The right to participate and registration
Each shareholder, who is on the record date of the General Meeting, 19 April
2010, 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, who wants to participate in the General Meeting, shall register
for the meeting no later than 26 April 2010 before 4.00 p.m. by giving a prior
notice of participation. Such notice can be given:
a) by e-mail liisa.liukku@atria.fi;
b) by telephone +358 6 416 8306;
c) by telefax +358 6 416 8207; or
d) by regular mail to address Atria Plc, Liisa Liukku, PO Box 900, FI-60060
ATRIA.
In connection with the registration, a shareholder shall notify his/her name,
personal identification number, address, telephone number and the name of a
possible assistant.
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.
Pursuant to Chapter 5, Section 25 of the 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 meeting.
2. 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 booked 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 address Atria Plc, Liisa Liukku,
PO Box 900, FI-60060 ATRIA by the end of the registration period.
3. Holders of nominee registered shares
If a holder of nominee registered shares is entitled to be recorded in the
Company's shareholder register on the record date of the General Meeting, 19
April 2010, the shareholder may, in accordance with the instructions of his/her
custodian bank, request that he/she is notified for temporary registration in
the Company's shareholder register for participation in the General Meeting at
the latest on 26 April 2010 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 notification for temporary registration in the
Company's shareholder register, the issuing of proxy documents and the
registration for the General Meeting from his/her custodian bank well in
advance.
4. Other information
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, 18 March 2010
ATRIA PLC
Board of Directors
DISTRIBUTION:
Nasdaq OMX Helsinki Ltd
Principal media
www.atriagroup.com
