Atria Oyj: Decisions of Atria Plc's Annual General Meeting
Atria Plc Stock exchange release 23 April 2024 at 2.45 p.m.
Decisions of Atria Plc's Annual General Meeting
Atria Plc's Annual General Meeting was held today in Helsinki at the Little Finlandia. The General Meeting adopted the financial statements and the consolidated financial statements for the financial year of 1 January to 31 December 2023 and discharged the members of the Supervisory Board and the Board of Directors, as well as the persons who acted as the CEO from liability for the financial period which ended on 31 December 2023.
Dividend and repayment capital of EUR 0.60 per share in total
The General Meeting resolved that a dividend of EUR 0.30 per share and a repayment of capital of EUR 0.30 per share, in total 0.60 EUR per share, be distributed for the financial period which ended on 31 December 2023. The repayment of capital will be distributed from the Company's invested unrestricted equity fund. Dividend and repayment of capital is paid to a shareholder entered in the Company's shareholder register kept by Euroclear Finland Oy on the record date for the payment of the dividend and repayment of capital. The record date is 25 April 2024, and the date of payment is 3 May 2024.
Adoption of the remuneration report of the governing bodies
The General Meeting adopted the remuneration report for the governing bodies in accordance with the proposal of the Board of Directors.
Adoption of the remuneration policy of the governing bodies
The General Meeting adopted the remuneration policy for the governing bodies in accordance with the proposal of the Board of Directors.
Composition and remuneration of the Supervisory Board
The General Meeting resolved that the composition of the Supervisory Board be as follows:
Member Term ends
Juho Anttikoski 2025
Mika Asunmaa 2025
Jyrki Halonen 2025
Mika Herrala 2027
Veli Hyttinen 2026
Jaakko Isomäki 2026
Lotta Iso-Tuisku 2026
Jussi Joki-Erkkilä 2027
Juha Kiviniemi 2026
Ari Lajunen 2027
Vesa Lapatto 2026
Juha Nikkola 2025
Mika Niku 2027
Ari Pöyhönen 2025
Suvi Rantala 2025
Risto Sairanen 2026
Ola Sandberg 2027
Juha Savela 2027
Piia Uusitalo 2027
19 members in total
The General Meeting resolved that the remuneration of the members of the Supervisory Board be kept at the same level as in 2023, but the meeting compensation be raised. The fees are as follows: the meeting compensation is EUR 350 per meeting, the compensation for loss of working time is EUR 300 for meeting and proceeding dates, the fee of the Chairman of the Supervisory Board is EUR 1,500 a month, the fee of the Deputy Chairman is EUR 750 a month, and 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 consist of eight (8) members. Kjell-Göran Paxal, Ahti Ritola and Leena Laitinen, who were due to resign, were re-elected as members of the Board of Directors.
It was recorded that in addition, Nella Ginman-Tjeder, Jukka Kaikkonen, Pasi Korhonen, Seppo Paavola and Mika Joukio continue as members of the Board of Directors. Nella Ginman-Tjeder, Jukka Kaikkonen and Pasi Korhonen are due to resign at the closing of the Annual General Meeting 2025 and Seppo Paavola and Mika Joukio are due to resign from the Board of Directors at the closing of the Annual General Meeting 2026.
The General Meeting resolved that the remuneration of the members of the Board of Directors be kept at the same level as in 2023, but the meeting compensation be raised. The fees are as follows: the meeting compensation EUR 350 per meeting, the compensation for the loss of working time EUR 300 for meeting and proceeding dates, the fee of the Chairman of the Board of Directors EUR 5,000 a month, the fee of the Deputy Chairman EUR 2,800 a month, the fee of a member of the Board of Directors EUR 2,500 a month, and travelling expenses to be compensated in accordance with the Company's travel policy.
Election and remuneration of Auditor and Authorised Sustainability Auditor
The General Meeting resolved, in accordance with the proposal of the Board of Directors, to elect authorised public accounting firm Deloitte Oy as the Company's auditor for the following term. The audit firm has notified that Marika Nevalainen, Authorised Public Accountant, acts as the principal auditor. The General Meeting further resolved that the remuneration to the auditor shall be paid as per an invoice approved by the Company.
The General Meeting also resolved, in accordance with the proposal of the Board of Directors, to elect authorised sustainability audit firm Deloitte Oy as the Company's authorised sustainability auditor. Deloitte Oy has notified that Marika Nevalainen, Authorised Sustainability Auditor, acts as the key sustainability partner. The General Meeting further resolved that the remuneration to the authorised sustainability auditor shall be paid as per an 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 Oy. The Board of Directors is 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 25 April 2023 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 2025.
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 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.
The authorization 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 25 April 2023 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2025.
Donations
The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to donate a maximum of EUR 100,000 of the Company's distributable funds to support activities of colleges, universities, or other educational institutions or to support other charitable or similar purposes and at the same time authorised the Board of Directors to decide on the schedule of the payments and any other terms and conditions relating to the donations.
The minutes of the Annual General Meeting will be made available on Atria's website at www.atria.com/en/agm by 7 May 2024 at the latest.
For more information, please contact: Kai Gyllström, CEO, Atria Plc. Contacts and interview requests via Communications Manager Marja Latvatalo, e-mail: marja.latvatalo@atria.com,tel. +358 400 777 874.
ATRIA PLC
Kai Gyllström
CEO
DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com