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Notice to the General Meeting

20.3.2012 08:00


NOTICE TO THE GENERAL MEETING

Notice is given to the shareholders of Atria Plc to the Annual General Meeting to be held on Thursday 3 May 2012 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 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 report of the Board of Directors, the auditor’s report and the Supervisory Board’s statement for the year 2011

Review by the CEO

7. Adoption of the financial statements

8. Resolution on 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 16 February 2012. The Board of Directors proposes to the General Meeting that the Company pay a dividend of EUR 0,20 per share for 2011. 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 8 May 2012 and the date of payment is 15 May 2012.

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. Amendment of the Articles of Association

The Board of Directors proposes that the General Meeting amend the Articles of Association so that in the future the Board of Directors of the Company would be elected by the General Meeting. The amendment is to be taken into account in Article 7 concerning the Board of Directors, Article 8 concerning the Supervisory Board and Article 14 concerning Annual General Meeting as follows:

- After the amendment § 7 of the Articles of Association would read as follows:

“Article 7: Board of Directors
The Company’s administration and the due arrangement of its operations shall be attended to by the Board of Directors consisting of a minimum of five (5) and a maximum of seven (7) regular members, who are elected by the Annual General Meeting for a term of three years. From one to three members of the Board shall resign annually by turn, so that each Board member’s continuous term of office terminates at the closing of the third Annual General Meeting following the election.

Members who are due to resign may be re-elected. However, a person of age sixty-five (65) or older cannot be elected to the Board of Directors.”

- After the amendment § 8 of the Articles of Association would read as follows:

“Article 8: Supervisory Board
The Company shall have a Supervisory Board consisting of a minimum of 18 and a maximum of 21 members, who are elected for a term of three years. In the first year, six members of the Supervisory Board, as decided on through the drawing of lots, shall resign; the second year, six members shall resign; and in the third year, the remaining members shall resign; and after that, the same sequence shall be followed. Members who are due to resign may be re-elected.

A person of age sixty-five (65) or older cannot be elected to the Supervisory Board.

The Supervisory Board elects a Chairman and Vice Chairman from among its members for a term of one year.

The Supervisory Board shall supervise the administration of the company by the Board of Directors and the president. In addition, it shall be the task of the Supervisory Board to:

- submit its statement on the financial statements and auditor’s report to the Annual General Meeting;
- issue instructions to the Board of Directors on matters that are of far-reaching consequence or important in principle.”

- After the amendment § 14 of the Articles of Association would read as follows:

“Article 14: Annual General Meeting
The Annual General Meeting shall be held each year within six months of the end of the financial year on a day designated by the Board of Directors. The agenda for the meeting shall include

the presentation of:
- the financial statements and report of the Board of Directors;
- the auditor’s report;
- the Supervisory Board’s statement on the financial statements and auditor’s report;

decision upon:
- approval of the income statement and balance sheet;
- actions to be taken arising from the profit or loss shown in the approved balance sheet;
- granting of discharge from liability to the members of the Board of Directors and to the Supervisory Board and to the president;
- the number and remuneration of the members of the Board of Directors;
- the number and remuneration of the members of the Supervisory Board;
- the number of auditors and deputy auditors;

the election of:
- members of the Board of Directors replacing  those due to resign;
- members of the Supervisory Board replacing those  due to resign;
- the auditors and deputy auditors; and

discuss:
- other matters stated in the notice of meeting.”

11. Resolution on the remuneration of the members of the Supervisory Board

In 2011, 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 VR first class).

Based on the information the Company has received, shareholders representing over 10% of the 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 2011, the number of members was 19.

Based on the information the Company has received, shareholders representing over 10% of the votes conferred by the Company’s shares propose that the number of Supervisory Board members shall remain unchanged.

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: Juha-Matti Alaranta, Lassi-Antti Haarala, Henrik Holm, Mika Niku, Seppo Paavola, Juho Tervonen and Tomi Toivanen. Based on the information the Company has received, shareholders representing over 10% of the votes conferred by the Company’s shares propose that of the resigning Supervisory Board members Lassi-Antti Haarala, Henrik Holm, Mika Niku, Juho Tervonen and Tomi Toivonen would be re-elected for the term of next three years and that Seppo Paavola would be replaced by Jari Puutio and Juha-Matti Alaranta would be replaced by Jussi Hantula.

14. Resolution on the remuneration of the members of the Board of Directors

In 2011, the members of the Board of Directors were remunerated as follows: the meeting fee was EUR 300 per meeting, the fee for the loss of working time was EUR 300 per meeting and assignment day, the remuneration for the Chairman of the Board was EUR 4,400 a month, the remuneration for the Vice Chairman was EUR 2,200 a month, the remuneration for a member of the Board of Directors was EUR 1,700 a month, and the compensation for travelling expenses in accordance with the Finnish State’s Travelling Regulations (in VR first class).

Based on the information the Company has received, shareholders representing over 10% of the votes conferred by the Company’s shares propose that the remuneration of the members of the Board of Directors shall remain unchanged.

15. Resolution on the number of members of the Board of Directors

According to the Articles of Association, the Board of Directors shall consist of a minimum of five (5) and maximum of seven (7) members. In 2011, the number of members was six (6).

Based on the information the Company has received, shareholders representing over 10% of the votes conferred by the Company’s shares propose that the number of the members of the Board of Directors shall be 7.

16. Election of the 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: Tuomo Heikkilä, Esa Kaarto and Harri Sivula. Based on the information the Company has received, shareholders representing over 10% of the votes conferred by the Company’s shares propose that of the resigning members of the Board of Directors Tuomo Heikkilä, Esa Kaarto and Harri Sivula would be re-elected as members of the Board of Directors for the term of next three years, and that Martti Selin who is resigning from the Board of Directors would be replaced by Seppo Paavola as a member of the Board of Directors, and that Kjell-Göran Paxal would be elected as a new member of the Board of Directors for the term of next three years. Timo Komulainen and Maisa Romanainen would continue as members of the Board of Directors. Timo Komulainen and Maisa Romanainen are due to resign from the Board of Directors at the closing of the Annual General Meeting 2013 and Seppo Paavola at the closing of the Annual General Meeting 2014.

17. Resolution on the number of auditors

According to the Company’s Articles of Association, the Company shall have a minimum of one and a maximum of four auditors authorised by the Central Chamber of Commerce and as many deputy auditors at the most. The Board of Directors proposes to the General Meeting that one auditor be elected for the Company.

18. Election of auditors

The Board of Directors proposes to the General Meeting that authorised public accounting firm PricewaterhouseCoopers Oy be elected as the Company’s auditor until the closing of the next Annual General Meeting. The auditing firm has announced that the auditor in charge of the audit is Authorised Public Accountant Juha Wahlroos.

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 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 2011 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 2013.

20. Authorisation of the Board of Directors to resolve 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 resolve on an 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 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 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 2011 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2013.

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. Establishment of Nomination Board

The Board of Directors proposes that the Annual General Meeting decides to establish a Nomination Board as follows:

The Nomination Board shall consist of shareholders or representatives of shareholders of the Company and shall prepare proposals concerning the election and remuneration of the members of the Board of Directors for the next Annual General Meeting.

To the Nomination Board shall be elected shareholders of Series KII shares, or the representatives of such shareholders, as well as the largest shareholder of Series A shares who does not own Series KII shares, or a representative of such shareholder. The right to appoint a representative to the Nomination Board is determined on the first business day of November preceding the Annual General Meeting based on the Company’s shareholders’ register maintained by Euroclear Finland Ltd. In addition, the Chairman of the Board of Directors shall act as an expert member of the Board.

In case a shareholder does not wish to use his/her right to appoint a member to the Nomination Board, the right to appoint will transfer to the next largest shareholder of Series A shares according to the company's shareholders' register and who otherwise would not have the appointment right. In case a shareholder under the obligation to disclose, when necessary, certain changes in ownership in accordance with the Securities Market Act presents a written request to the Company’s Board of Directors by the end of October, holdings of a corporation or trust under control of, or holdings held under several funds or registers of such shareholder will be calculated together when counting the share of voting rights.

The Nomination Board shall be convened by the Chairman of the Board of Directors and Board shall elect a Chairman from among its members. The Nomination Board shall deliver its proposal to the Board of Directors no later than on the 1 February preceding the Annual General Meeting.

23. Closing of the meeting

B. Documents of the General Meeting

The aforementioned proposals relating to the agenda of the General Meeting and this notice are available on Atria Plc’s website at www.atriagroup.com. 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 the mentioned website at the latest on 12 April 2012. 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 from 17 May 2012.

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, 20 April 2012, 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 27April 2012 before 4.00 p.m. by giving a prior notice of participation. Such notice can be given:
a) on the Company’s website www.atriagroup.com/annual general meeting;

b) by telephone +358 1080 2530;
c) by telefax +358 9 774 1035; or
d) by regular mail to address Atria Plc, Anne Ingberg, Läkkisepäntie 23, FI-00620 Helsinki.

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.

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, 20 April 2012, 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 27 April 2012 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 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, Anne Ingberg, Läkkisepäntie 23, FI-00620 Helsinki by the end of the registration period.

4. 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, 19 March 2012

ATRIA PLC
The Board of Directors

DISTRIBUTION:
Nasdaq OMX Helsinki Ltd
Major media
www.atriagroup.com