ATRIA GROUP PLC'S ANNUAL GENERAL MEETING, 5 MAY 2004 The Annual General Meeting decided to confirm the financial statements for 2003, to discharge the members of the Supervisory Board, the members of the Board of Directors and the President from liability, and that a dividend of 25% (EUR 0.425 per share) be paid on the share capital. The dividends can be withdrawn from 17 May 2004 onwards by shareholders who were listed in the company's shareholder register on 10 May 2004, from a bank account indicated as the book-entry securities account. The Annual General Meeting decided to approve the Board of Directors' proposal to amend Article 8 of the Articles of Association: "Article 8: The Board of Directors The company's administration and the due arranging of its operations shall be attended to by a Board of Directors comprising a minimum of five (5) and a maximum of seven (7) regular members who are elected by the Supervisory Board for three calendar years. In the first year or when the Supervisory Board so decides, two members of the Board, as decided on by the drawing of lots, shall resign; during the second year, two members shall resign; during the third year, three members shall resign; and after that, the same sequence shall be followed. Members who are due to resign may be re-elected. However, a person who is sixty-five (65) or older cannot be elected to the Board of Directors." The Annual General Meeting resolved to authorise the Board of Directors to decide on raising the share capital by means of one or more rights offerings such that a maximum total of 4,218,545 of the company's Series A shares, each having a nominal value of EUR 1.70, be issued in the rights offering, increasing the share capital by a maximum of EUR 7,171,526.50. On the basis of this authorisation, the Board of Directors may only decide on raising the share capital by a maximum of one-fifth of the registered share capital on the date on which the Board of Directors takes its decision to raise the share capital. The authorisation includes the right to deviate from shareholders' pre- emptive subscription rights, provided that there is a substantial financial reason for the company to do so, such as funding an acquisition, collaboration arrangements, strengthening or developing the financial or capital structure, or providing incentives to employees. The authorisation permits the Board of Directors to decide that shares can be subscribed for against payment in kind or under certain other terms. The Board of Directors has been given the right to decide on who shall have subscription rights, the subscription price and the grounds according to which the subscription price will be set. The authorisation is valid for a period of one year from the date on which it was granted by the Annual General Meeting. The Annual General Meeting decided to re-elect the members of the Supervisory Board who were in turn to resign. In addition, Pasi Ingalsuo was elected to replace Paavo Hylkilä, who had requested to resign. The personal data and community of interests of the members elected to the Supervisory Board: Tarmo Joensuu, 63, farmer, member of Itikka Co-operative's Board of Directors; Juhani Herrala, 44, farmer, member of Itikka Co- operative's Board of Directors; Martti Selin, 57, farmer, Vice Chairman of Itikka Co-operative's Supervisory Board; Ahti-Pekka Vornanen, 44, Commercial Institute Graduate, farmer, Chairman of Lihakunta's Supervisory Board; Pentti Annala, 59, farmer, member of Itikka Co-operative's Supervisory Board; Matti Olkkonen, 56, farmer, member of Lihakunta's Supervisory Board; Pasi Ingalsuo, 38, farmer, member of Itikka Co-operative's Board of Directors. Timo Loikkanen, Authorised Public Accountant, and Eero Suomela, Authorised Public Accountant, were re-elected as auditors. PricewaterhouseCoopers Oy and Markku Tynjälä, Authorised Public Accountant, were re-elected as deputy auditors. ATRIA GROUP PLC Erkki Roivas Financial Director DISTRIBUTION Helsinki Exchanges Principal media
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