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Decisions of Atria Plc's annual general meeting

26.4.2013 14:30


Decisions of Atria Plc's annual general meeting

Atria Plc's Annual General Meeting was held today in Helsinki at Finlandia Hall. The General Meeting approved the financial statements and the consolidated financial statements for financial year of 1 January to 31 December 2012 and discharged the members of the Supervisory Board and the Board of Directors as well as the CEO from liability for the financial period ended on 31 December 2012.

Dividend of EUR 0.22 per share

The General Meeting resolved that a dividend of EUR 0.22 per share be distributed for 2012. Dividends are paid to shareholders entered in the Company's shareholder register kept by Euroclear Finland Oy on the record date of the payment of the dividend. The record date is 2 May 2013 and the date of payment 10 May 2013.

Composition and remuneration of the Supervisory Board

The General Meeting decided that the composition of the Supervisory Board is as follows:

Member                  Term ends
Juho Anttikoski         2016
Mika Asunmaa         2016
Lassi-Antti Haarala   2015
Jussi Hantula           2015
Henrik Holm             2015
Hannu Hyry              2016
Veli Hyttinen             2014
Pasi Ingalsuo            2014
Jukka Kaikkonen      2016
Juha Kiviniemi          2014
Pasi Korhonen         2015
Ari Lajunen               2015
Mika Niku                 2015
Pekka Ojala             2014
Heikki Panula          2016
Jari Puutio               2015
Ahti Ritola                2016
Risto Sairanen         2014
Timo Tuhkasaari     2014

In total 19 members

The General Meeting decided that the remuneration of the members of the Supervisory Board and compensation for meeting expenses be unchanged. The fees are EUR 250 per meeting and the compensation for loss of working time is EUR 250 per day of meetings and proceedings. The fee payable to the Chairman of the Supervisory Board is EUR 3,000 per month and the fee payable to the Deputy Chairman is EUR 1,500 per month.

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors will consist of seven members. The members due to resign, Timo Komulainen and Maisa Romanainen, were re-elected. A member of the Board of Directors, Tuomo Heikkilä, informed that he is no longer available for being a member of the Board of Directors. Jyrki Rantsi was elected as a new member to replace him for a term which expires at the closing of the third Annual General Meeting following the election.

It was noted that Seppo Paavola, Esa Kaarto, Harri Sivula and Kjell-Göran Paxal continue as members of the Board of Directors. Seppo Paavola is due to resign from the Board of Directors at the closing of the Annual General Meeting 2014 and Esa Kaarto, Harri Sivula and Kjell-Göran Paxal  are due to resign at the closing of the Annual General Meeting 2015.

The General Meeting resolved that the remuneration of the members of the Board of Directors and compensation for meeting expenses be unchanged. The fees are EUR 300 per meeting and the compensation for loss of working time is EUR 300 per day of meetings and proceedings. The Chairman's fee is EUR 4,400 per month, the Deputy Chairman's fee is EUR 2,200 per month and ´fee payable to the members' of the Board of Directors is EUR 1,700 per month.

Election of Auditor

The General Meeting resolved, in accordance with the Board of Directors' proposal, to elect PricewaterhouseCoopers Oy, a firm of Authorised Public Accountants, as the Company's auditor for a term which expires at closing of the next Annual General Meeting. The audit firm has notified that the auditor in charge is Authorised Public Accountant Juha Wahlroos.

Acquisition of the Company’s own shares

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to 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 was authorised to decide on the acquisition of own shares in all other respects.

The authorisation supersedes the authorisation granted by the Annual General Meeting on 3 May 2012 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 2014.

Issuance of shares and special rights entitling to shares

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to 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. The authorisation can 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.

The authorisation includes 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.

The authorisation supersedes the authorisation granted by the Annual General Meeting on 3 May 2012 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2014.

Donations

The General Meeting resolved to approve the Board of Directors' proposal that a maximum of EUR 100,000 can be donated to the operations of universities or other educational institutions.

ATRIA PLC
Juha Gröhn
CEO


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