ATRIA OYJ
NOTICE to the Annual GENERAL MEETING
Notice is given to the shareholders of
Shareholders may also exercise their voting rights by voting in advance. In addition, the shareholders who have registered for the meeting can follow the Annual General Meeting via webcast. More detailed instructions for the shareholders are provided in Section C of this notice (Instructions for the participants in the General Meeting).
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 consolidated financial statements, the report of the Board of Directors, the auditor's report and the Supervisory Board's statement for the year 2023
Review by the CEO.
The Company's 2023 financial statements consolidated financial statements, the report of the Board of Directors and the auditor's report, as well as the Supervisory Board's statement on the financial statements and auditors' report for the year 2023 will are available on the Company's website on
7. Adoption of the financial statements and the consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and payment of dividend and the repayment of capital
The proposal of the Company's Board of Directors for profit distribution was published on
The proposed dividend and repayment of capital is paid to a shareholder who on the record date for the payment of the dividend and repayment of capital is entered into the Company's shareholder register maintained by
9. Resolution on the discharge of the members of the Supervisory Board and the Board of Directors and the CEO from liability for the financial period 1 January to
10. Adoption of the remuneration report of the governing bodies
The Board of Directors proposes that the General Meeting adopts the remuneration report for the governing bodies.
11. Adoption of the remuneration policy for governing bodies
The Board of Directors proposes that the General Meeting adopts the remuneration policy for the governing bodies.
The remuneration policy was last time presented to the General Meeting on
12. Resolution on the remuneration of the members of the Supervisory Board
In 2023, the remuneration of the members of the Supervisory Board was as follows: the meeting compensation was
The Nomination Board proposes to the General Meeting that the remuneration of the members of the Supervisory Board shall be kept at the same level as in 2023. The meeting compensation is proposed to be raised as follows: the meeting compensation
Compensation for meeting expenses is also paid to the Chairman and Vice Chairman of the Supervisory Board when attending Board meetings of the Company.
13. Resolution on the number of the members of the Supervisory Board
According to the Articles of Association, the number of the members of the Supervisory Board is 18 to 21. In 2023, the Supervisory Board had 20 members.
Based on the information the Company has received, shareholders representing more than 10% of the votes conferred by the Company's shares propose to the General Meeting that the number of the Supervisory Board members to be elected be 19.
14. Election of 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:
Based on the information the Company has received, shareholders representing more than 10% of the votes conferred by the Company's shares propose to the General Meeting that
15. Resolution on the remuneration of the members of the Board of Directors
In 2023, the remuneration of the members of the Board of Directors was as follows: the meeting compensation was
The Nomination Board proposes to the Annual General Meeting that the remuneration of the members of the Board of Directors shall be kept at the same level as in 2023 but the meeting compensation shall be raised. The remuneration for 2024 shall be as follows: the meeting compensation
16. Resolution on the number of members of the Board of Directors
According to the Articles of Association, the Board of Directors consists of a minimum of five (5) and a maximum of nine (9) members. In 2023, the number of members was eight (8).
The Nomination Board proposes to the Annual General Meeting that the number of the members of the Board of Directors to be elected be eight (8).
17. Election of 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: Kjell-Göran Paxal,
The Nomination Board proposes to the Annual General Meeting that Kjell-Göran Paxal,
In addition,
18. Resolution on the number and remuneration of auditors and authorised sustainability auditor
According to the Company's Articles of Association, the Company shall have one (1) auditor which must be an auditing firm authorised by the Finnish Patent and Registration Office. The auditor's term of office expires at the end of the next Annual General Meeting following the election. The Board of Directors proposes to the Annual General Meeting that one (1) auditor be elected for the Company.
The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor to be elected shall be paid as per an invoice approved by the Company.
Furthermore, the Board of Directors proposes to the Annual General Meeting that the remuneration of the authorised sustainability auditor to be elected shall be paid as per an invoice approved by the Company.
19. Election of auditors and authorised sustainability auditor
The Board of Directors proposes to the Annual General Meeting that authorised public accounting firm
The Board of Directors proposes to the General Meeting, that the
20. 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
It is proposed that the authorisation supersedes the authorisation granted by the Annual General Meeting on
21. Authorisation of the Board of Directors to resolve on the issuance of shares and the issuance of 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 5,500,000 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 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.
It is proposed that the authorisation supersedes the authorisation granted by the Annual General Meeting on
22. 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
23. Closing of the meeting
B. Documents of the General Meeting
The aforementioned proposals on the agenda of the Annual General Meeting and this notice are available on
C. Instructions for the participants in the General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is on the record date of the General Meeting, on
A shareholder registered in the shareholder register, who wants to participate in the General meeting, shall register for the meeting no later than on
a) on the Company's website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/.
Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate.
b) by regular mail or by e-mail.
Shareholders registering by mail or e-mail shall submit the registration form and advance voting form available on the Company's website www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/ or equivalent information to
In connection with the registration, a shareholder shall notify the requested information such as his/her name, personal identification number or business ID, contact details, as well as the name and personal identification number of any proxy representative or legal representative. The personal data given to the Company and
The shareholder, their proxy representative or legal representative, if any, shall be able to prove their identity and/or right of representation at the meeting venue, if necessary.
Additional information on the registration and advance voting is also available on the Company's website and by calling
2. 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 the shareholder on the record date of the General Meeting, on
A holder of nominee registered shares is advised to request necessary instructions regarding the temporary registration in the shareholder register, the issuing of proxy documents, registration for the General Meeting and advance voting from the shareholder's custodian bank well in advance. The account management organisation of the custodian bank shall notify the holder of nominee registered shares, who wants to participate in the Annual General Meeting, for temporary registration in the shareholder register of the Company at the latest by the time stated above and see to the voting in advance on behalf of the nominee registered shareholder within the registration period for nominee registered shares.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise their rights also by way of proxy representation. A shareholder's proxy may also elect to vote in advance as described in this notice if he/she so wishes.
The proxy representative must authenticate to the electronic registration service and advance voting personally with strong authentication, after which he/she will be able to register and vote in advance on behalf of the shareholder that he/she represents. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. Should a shareholder participate in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration.
Proxy and voting instruction templates will be available on the Company's website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/
Shareholders that are legal persons can also use the electronic suomi.fi authorisation service instead of a traditional proxy document. In this case, the legal person shall authorise the authorised representative nominated by the legal person in the suomi.fi service at suomi.fi/e-authorizations by using the mandate theme "Representation at the General Meeting". In the General Meeting service, the authorised representative shall in connection with registration use strong electronic authentication and thereafter the electronic authorisation is verified automatically. Strong electronic authentication can be conducted with online banking codes or a mobile certificate. Further information is available at suomi.fi/e-authorizations and on the Company's website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/.
4. Advance voting
Shareholders with a Finnish book-entry account or equity savings account may vote in advance on certain agenda matters of the General Meeting during the period from
a) on the Company's website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/.
Electronic registration requires strong identification of the shareholder or his/her legal representative or proxy with a Finnish, Swedish or Danish bank ID or mobile certificate.
b) by regular mail or e-mail
A shareholder may submit the advance voting form available on the Company's website at www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/ on
If a shareholder participates in the General Meeting by submitting the votes in advance, submission of the votes before the end of the registration and advance voting period constitutes due registration for the General Meeting, provided that they contain the above-mentioned information required for the registration.
A shareholder who has voted in advance cannot request information under the Finnish Companies Act or request a vote at the General Meeting or change the given votes if they or their proxy representative is not present at the General Meeting venue.
With regards to holders of nominee-registered shares, the advance voting is performed via the account management organisation. The account management organisation may vote in advance on behalf of the holders of nominee-registered shares it represents, in accordance with the voting instructions provided by them, during the registration period for holders of nominee-registered shares.
A proposal subject to advance voting is considered to have been presented unchanged at the General Meeting.
The terms and other instructions concerning the electronic voting are available on the company's website www.atria.com/en/investors/general-meetings/annual-general-meeting-2024/.
5. Other instructions and information
The shareholders who have registered to the meeting may follow the Annual General Meeting online via webcast. Instructions on following the webcast and a personal link to the webcast will be sent to the shareholders to e-mail address or phone number given by the shareholder in connection with the registration before the Annual General Meeting. Instructions on following the webcast are available on the Company's website. Following the AGM via webcast is not considered participating in the General Meeting or exercising shareholder rights. Shareholders that wish to follow the webcast can exercise their voting rights by voting on the matter on the agenda in advance in accordance with the instructions provided above.
Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, 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 General Meeting.
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
On the date of this notice to the
Seinäjoki,
The Board of Directors
DISTRIBUTION
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