ATRIA PLC NOTICE TO CONVENE ANNUAL GENERAL MEETING April 2, 2009 at 8.30 am
NOTICE to the GENERAL MEETING
Notice is given to the shareholders of Atria Plc. to the Annual General Meeting
to be held on 29 April 2009 at 1 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 p.m.
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 annual report, the auditors'
report and the Supervisory Board's statement for the year 2008
Review by the CEO
7. Adoption of the financial statements
8. Resolution of 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 25 February 2009. The Board of Directors proposes to the General
Meeting that the Company pay a dividend of EUR 0.20 per share for 2008.
According to the proposal, dividends are paid to shareholders who are entered in
the Company's shareholders' 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 5 May 2009 and the date of pay-ment is 12 May 2008.
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. Resolution on the remuneration of the members of the Supervisory Board
In 2008, the members of the Supervisory Board were remunerated as follows: the
meeting fee was EUR 200 per meeting, the fee for the loss of working time was
EUR 200 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 first class of
state railways).
Based on the information the Company has received, shareholders representing
over 10% of the number of votes conferred by the Company's shares propose the
members of the Supervisory Board be remunerated as follows: the meeting fee EUR
250 per meeting, the fee for the loss of working time EUR 250 per meeting and
assignment day, the remuneration for the Chairman of the Supervisory Board EUR
3,000 a month, the remuneration for the Vice Chairman EUR 1,500 a month, and the
compensation for travelling expenses in accordance with the Finnish State's
Travelling Regulations (in first class of state railways).
11. 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 2008, the number of members was 19.
12. Election of the members of the Supervisory Board replacing those due to
resign
According to the Articles of Association, the following members of the
Supervisory Board are due to resign: Henrik Holm, Juha-Matti Alaranta, Esa
Kaarto, Juho Tervonen, Pentti Pirhonen, Seppo Paavola and Jouni Sikanen. Based
on the information the Company has received, shareholders representing over 10%
of the number of votes conferred by the Company's shares will announce before
the General Meeting a proposal for persons to be elected as members replacing
the members of the Supervisory Board due to resign. The possible proposal will
be separately published.
13. Resolution on the number of auditors
According to the Articles of Association, the Company shall have a minimum of
one and a maximum of four auditors and as many deputy auditors at the most. The
Board of Directors proposes one auditor be elected for the Company.
14. Election of auditors
The Board of Directors proposes Authorized Public Accountants
PricewaterhouseCoopers Oy be elected as auditor of the Company until the closing
of the next Annual General Meeting. The auditing firm has announced that the
auditor in charge of the audit is Chartered Accountant Mr Juha Wahlroos.
15. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that the Company give up the nominal value of
shares and change the time of delivering the notice to General Meeting by
amending the Articles of Association, Sections 3, 4 and 13 to read as follows:
Section 3 Nominal value of the shares
The shares in the Company do not have a nominal value.
Section 4 Share series
The Series A shares confer a preferential right to a dividend of EUR 0.17, after
which a dividend of up to EUR 0.17 shall be paid on Series KII shares. After
this, if dividends remain to be paid, Series A and Series KII shares entitle
their holders to an equal right to a dividend.
Each Series KII share entitles its holder to ten votes (10) and each Series A
share to one (1) vote at the General Meeting.
Section 13 Venue of the General Meetings, notice to General Meeting and advance
registration
The Company's General Meetings shall be held in Kuopio or Helsinki. The notice
to General Meeting shall be sent to the shareholders no earlier than two (2)
months before the last registration date indicated in the notice to General
Meeting, and no later than twenty one (21) days prior to the General Meeting, to
their addresses by mail, or by means of an announcement published in at least
one national newspaper specified by the Board of Directors. To have the right to
attend a General Meeting, shareholders must inform the Company of their
intention to do so no later than the day mentioned in the notice to General
Meeting, which date may be no earlier than ten (10) days prior to the General
Meeting.
16. Authorising the Board of Directors to decide on the acquisition of the
Company's own shares
The Board of Directors proposes that the General Meeting authorise the Board of
Directors to decide on the acquisition of a maximum of 2,800,000 of the
Company's own Series A shares in one or more batches 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 Board of Directors may also decide to acquire Series A shares in a
proportion other than that of the shares held by shareholders. The shares are
acquired in public trading arranged by NASDAQ OMX Helsinki Ltd at the trading
price of the date of acquisition. The shares are 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 be valid until the closing of the next
An-nual General Meeting; however, no longer than 30 June 2010.
17. Authorising the Board of Directors to decide 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 decide on the issue of a maximum total of 12,800,000 new shares or
shares possibly held by the Company, in one or more batches, by issuing shares
and/or by issuing 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 in-vestment relating to the Company's
business, for the implementation of the Company's incentive scheme or for other
purposes subject to the Board of Di-rectors' 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 shares held by shareholders 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 annul all other valid share issue
authorisations, including the authorisation to increase the share capital from
reserves, and be valid until the closing of the next Annual General Meeting,
however, no longer than 30 June 2010.
18. Closing of the meeting
DOCUMENTS OF THE GENERAL MEETING
The proposals of the Board of Directors relating to the agenda of the General
Meeting as well as this notice are available on Atria Plc's website at
www.atria.fi. Atria Plc's financial statements, annual report and auditors'
report, as well as the Supervisory Board's statement on the financial statements
and auditors' report, will be available on the mentioned website no later than 8
April 2009. The proposals of the Board of Directors and financial statement
documents will also be available at the General Meeting, and copies of these
documents and this notice will be sent to shareholders upon request.
INSTRUCTIONS FOR THE PARTICIPANTS IN THE MEETING
1. The right to participate and registration
Each shareholder, who is registered on 19 April 2009 in the shareholders'
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 book-entry account, is registered in the shareholders'
register of the Company.
A shareholder, who wants to participate in the General Meeting, shall register
for the meeting no later than 24 April 2009 before 4.00 p.m. by giving a prior
notice of participation. Such notice can be given:
a) by e-mail [liisa.liukku@atria.fi];
b) by telephone +358 6 416 8306;
c) by telefax +358 6 416 8207; or
d) by regular mail to address Atria Plc., Liisa Liukku, PO Box 900, FI-60060
ATRIA.
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.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, 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.
2. 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 proxy representative shall
produce a dated proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder at the General Meeting. Possible
proxy documents should be delivered in originals to address Atria Plc., PO Box
900, 60060 FI-ATRIA before the end of the registration period.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the Annual
General Meeting, must be entered into the shareholders' register of the Company
on the record date 19 April 2009 of the meeting.
A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders' register of the
Company, the issuing of proxy documents and registration for the General Meeting
from his/her custodian bank.
4. Other information
On the date of this notice to the General Meeting, 1 April 2009, 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.
April 1, 2009
ATRIA PLC
BOARD OF DIRECTORS
DISTRIBUTION:
Nasdaq OMX Helsinki
Main media
www.atria.fi