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Decisions of Atria Plc's Annual General Meeting

28.4.2016 15:00


DECISIONS OF ATRIA PLC’S ANNUAL GENERAL MEETING

Atria Plc's Annual General Meeting was held today in Helsinki at the Finlandia Hall. The General Meeting approved the financial statements and the consolidated financial statements for the financial year of 1 January to 31 December 2015 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 2015.

Dividend of EUR 0.40 per share

The General Meeting resolved that a dividend of EUR 0.40 per share be distributed for the financial period ended on 31 December 2015. 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 2016 and the date of payment 10 May 2016.

Composition and remuneration of the Supervisory Board

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

 

Member Term ends
Juho Anttikoski 2019
Mika Asunmaa 2019
Reijo Flink 2017
Lassi-Antti Haarala 2018
Jussi Hantula 2018
Henrik Holm 2018
Hannu Hyry 2019
Veli Hyttinen 2017
Pasi Ingalsuo 2017
Jussi Joki-Erkkilä 2018
Marja-Liisa Juuse 2018
Jukka Kaikkonen 2019
Juha Kiviniemi 2017
Ari Lajunen 2018
Mika Niku 2018
Pekka Ojala 2017
Heikki Panula 2019
Ahti Ritola 2019
Risto Sairanen 2017
Timo Tuhkasaari 2017
In total 20 members

  
The General Meeting resolved that the remuneration of the members of the Supervisory Board shall be kept at the same level as in 2015. The fees are: the meeting fee EUR 250 per meeting and the compensation for loss of working time is EUR 250 per meetings and assignment day. The fee payable to the Chairman of the Supervisory Board is EUR 1,500 per month and the fee payable to the Deputy Chairman is EUR 750 per month. Travelling expenses are compensated in accordance with the company’s travel policy.

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors will consist of eight (8) members. The member due to resign, Jyrki Rantsi, was re-elected
as a member of the Board of Directors for the term of the next three years, and Pasi Korhonen and Nella Ginman-Tjeder were elected as new members of the Board of Directors for the term of the next three years.

It was noted that Seppo Paavola, Esa Kaarto, Jukka Moisio, Kjell-Göran Paxal and Harri Sivula continue as members of the Board of Directors. Seppo Paavola and Jukka Moisio are due to resign at the closing of the Annual General Meeting 2017, and Esa Kaarto, Kjell-Göran Paxal, and Harri Sivula are due to resign from the Board of Directors at the closing of the Annual General Meeting 2018.

The General Meeting resolved that the remuneration of the members of the Board of Directors remain unchanged. The fees are: the meeting fee EUR 300 per meeting and the compensation for loss of working time is EUR 300 per meeting and assignment day. 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, and travelling expenses are compensated in accordance with the company’s travel policy.

Election and remuneration of Auditor

The General Meeting resolved, in accordance with the proposal of the Board of Directors, 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 Samuli Perälä, Authorised Public Accountant. The General Meeting further resolved that the remuneration to the auditor shall be paid as per invoice approved by the company.

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 Helsinki Ltd at the trading price of the moment of acquisition. The shares shall be acquired and paid according to the rules of Nasdaq 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 cancels the authorisation granted by the Annual General Meeting on 28 April 2015 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 2017.

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 7,000,000 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 cancels the authorisation granted by the Annual General Meeting on 28 April 2015 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2017.

Decrease of share premium reserve

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to reduce
the share premium reserve as evidenced by the parent company’s balance sheet as at 31 December 2015 be reduced by transferring all funds recorded therein, amounting to EUR 138,502,108.85 to the company’s fund for invested unrestricted equity. The decrease is done without remuneration and will not have an effect on the number of shares, holding of shares nor rights attached to the shares or on the proportional holdings of the shareholders. Completion of the decrease of the share premium account is subject to a public notice and a registration procedure with the Finnish Patent and Registration Office.

Donations

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on a donation of up to EUR 100,000 to the operations of universities or other educational institutions.


ATRIA PLC
Juha Gröhn
CEO



DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.fi