ATRIA GROUP PLC'S EXTRAORDINARY GENERAL MEETING, 11 NOVEMBER 2003 The Board of Directors of Atria Group plc has decided to convene an extraordinary general meeting of shareholders on 11 November 2003 to decide on the increase of the share capital through a rights issue based on shareholders' pre-emptive right to subscribe for shares. The share issue is intended to raise a maximum of EUR 26.4 million of new shareholders' equity. The funds raised by means of the share issue will primarily be used to strengthen the Group's capital structure for its drive to expand its international operations and to finance related investments. ATRIA GROUP PLC Seppo Paatelainen President DISTRIBUTION Helsinki Exchanges Principal media ANNEX: INVITATION TO A GENERAL MEETING OF SHAREHOLDERS The shareholders of Atria Group Plc are invited to an extraordinary general meeting to be held on Tuesday, 11 November 2003, starting at 14:00 at the company's office in Kuopio. The address is Ankkuritie 2, Kuopio, Finland. The following matters will be handled at the general meeting: 1. The Board of Directors' proposal on amending 5 § of the Articles of Association. 5 § of the Articles of Association will be amended such that the minimum number of Series A shares shall be 6,200,000 and the maximum number shall be 20,000,000. 2. The Board of Directors' proposal to increase the share capital through a rights issue by an amount that shall be not less than EUR 1.70 and not more than EUR 8,964,409.40, by issuing a minimum of one (1) and a maximum of 5,273,182 new Series A shares. Shareholders who are registered in the company's shareholder register maintained by Finnish Central Securities Depository Ltd on the record date, 14 November 2003, or persons to whom the subscription rights of a shareholder have been transferred, have the right to subscribe for one (1) new Series A share for each three (3) Series A or KII shares at a price of EUR 5.00 per share. Shareholders who are registered in the company's shareholder register on the record date, 14 November 2003, and who have exercised their primary pre-emptive subscription rights, can, on the basis of their secondary pre-emptive subscription right, subscribe for new shares unsubscribed on the basis of primary pre-emptive subscription rights at a price of EUR 5.00 per share. If a shareholder wishes to subscribe for shares in the secondary subscription, he must announce, during the primary subscription, the number of shares he wishes to subscribe for on the basis of his secondary pre-emptive subscription right. If the subscriptions made exceed the number of shares on offer, the new shares will be distributed amongst the shareholders that subscribed for them in proportion to their shareholdings on the record date. The Board of Directors shall have the right to decide who has the right to subscribe for the shares for which the pre-emptive right of shareholders to subscribe for shares has been left unused. Subscriptions based on the decision of the Board of Directors shall be made at the same subscription price as the subscriptions made on the basis of shareholders' pre-emptive subscription rights and the subscriptions must be made and the shares paid for by 19 December 2003. The subscription period for subscriptions based on the primary and secondary pre-emptive subscription rights of shareholders will begin on 19 November 2003 and end on 12 December 2003. Subscriptions for the issue are handled through the OKO Bank Group member banks' branches offering securities services. The subscription price of the shares must be paid in full at the time of subscription. The shares subscribed for in the share issue entitle their holders to full dividends for the financial period that began on 1 January 2003. The shares entitle their holders to other rights in the company on the date the increase in the share capital has been registered. Copies of the Board of Directors' proposal and their appendices and the documents specified in §4a of Chapter 4 of the Companies Act will be available for shareholders as from 4 November 2003 at the company's office in Seinäjoki (address: Vaasantie 1, Seinäjoki, Finland) and at the company's office in Kuopio (address: Ankkuritie 2, Kuopio, Finland). The company will send copies of these documents to shareholders upon request. Participation in the general meeting and notice of intention to attend Shareholders who have been registered in the company's shareholder register maintained by Finnish Central Securities Depository Ltd by 31 October 2003 have the right to participate in the meeting, unless otherwise decreed in law. Shareholders who wish to attend the general meeting must notify the company of their intention to do so by 16:00 on Friday, 4 November 2003 at the latest, either in writing to the company's office, P.O. Box 900, 60060 ATRIA, or by telephone to +358 6 416 8306/Liisa Liukku. The letter must be received before the end of the deadline. Shareholders are requested to present any powers of attorney to the same address before the end of the deadline. ATRIA GROUP PLC Board of Directors
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