Atria Plc Company announcement 24 April 2025 at 3.00 p.m.
Decisions of Atria Plc's Annual General Meeting
Atria Plc's Annual General Meeting was held today in Helsinki at Musiikkitalo.
The General Meeting adopted the financial statements and the consolidated
financial statements for the financial year of 1 January to 31 December 2024 and
discharged the members of the Supervisory Board and the Board of Directors, as
well as the CEO from liability for the financial period which ended on 31
December 2024.
Dividend of EUR 0.69 per share in total
The General Meeting resolved, in accordance with the proposal of the Board of
Directors, that a dividend of EUR 0.69 per share be distributed for the
financial period which ended on 31 December 2024. Dividend 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. The record date
is 28 April 2025, and the date of payment is 6 May 2025.
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.
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 2028
Mika Asunmaa 2028
Jyrki Halonen 2028
Mika Herrala 2027
Jari Kajan 2026
Jaakko Isomäki 2026
Lotta Iso-Tuisku 2026
Jussi Joki-Erkkilä 2027
Vesa Isoaho 2026
Ari Lajunen 2027
Vesa Lapatto 2026
Juha Nikkola 2028
Mika Niku 2027
Ari Pöyhönen 2028
Suvi Rantala 2028
Risto Sairanen 2026
Ola Sandberg 2027
Juha Savela 2027
Piia Uusitalo 2027
Ilkka Nykänen 2028
In total 20 members.
The General Meeting resolved that the meeting compensation and the compensation
for the loss of working time of the members of the Supervisory Board be kept at
the same level as in 2024, but the remuneration be raised. The remuneration and
meeting compensations 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 Supervisory Board EUR 1,700 a
month, the fee of the Vice Chairman EUR 850 a month, and travelling expenses
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 nine (9)
members. Pasi Korhonen and Jukka Kaikkonen, who were due to resign, were re
-elected as members of the Board of Directors and Nina Kopola and Jaana Viertola
-Truini were elected as new members of the Board of Directors for the term of
the next three years. In addition, the General Meeting elected Juha Kiviniemi as
a new member of the Board of Directors to replace Ahti Ritola, who is renouncing
his membership during his term for a term continuing until the closing of the
Annual General Meeting 2027. In addition, Seppo Paavola, Mika Joukio, Leena
Laitinen and Kjell-Göran Paxal continue as members of the Board of Directors.
The term of office of all members of the Board of Directors will expire at the
closing of the Annual General Meeting 2026, since the General Meeting resolved
to amend Article 7 of the Articles of Association, in accordance with the
proposal of the Board of Directors, so that the term of office of a member of
the Board of Directors expires at the end of the next Annual General Meeting
following the election.
The General Meeting resolved that the meeting compensation and the compensation
for the loss of working time of the members of the Board of Directors be kept at
the same level as in 2024, but the remuneration be raised. The remuneration and
meeting compensations 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 5,200 a
month, the fee of the Deputy Chairman EUR 3,000 a month, the fee of a member of
the Board of Directors EUR 2,700 a month and travelling expenses compensated in
accordance with the Company's travel policy.
Election and remuneration of auditor and sustainability reporting assurance
provider
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 sustainability reporting assurance provider. Deloitte Oy has notified
that Marika Nevalainen, Authorised Sustainability Auditor, acts as the principal
sustainability auditor. The General Meeting further resolved that the
remuneration to the sustainability reporting assurance provider shall be paid as
per an invoice approved by the Company.
Amendment of the Articles of Association
The General Meeting resolved, in accordance with the proposal of the Board of
Directors, to amend Article 7 of the Articles of Association so that the term of
office of a member of the Board of Directors expires at the end of the next
Annual General Meeting following the election. Additionally, the General Meeting
resolved in accordance with the proposal of the Board of Directors that the
mention regarding the members due to resign be removed from Article 7. In its
amended form, Article 7 of the Articles of Association reads as follows
(unofficial translation in English below for informational purposes only):
“7 § Board of Directors
The Board of Directors is responsible for the company's governance and proper
organisation of the operations. The Board of Directors consists of a minimum of
five (5) and a maximum of nine (9) members. The term of office of a member of
the Board of Directors expires at the end of the next Annual General Meeting
following the election.”
The General Meeting resolved, in accordance with the proposal of the Board of
Directors, to amend Article 12 of the Articles of Association to include the
appointment and term of office of the sustainability reporting assurance
provider. In its amended form, Article 12 of the Articles of Association reads
as follows (unofficial translation in English below for informational purposes
only):
“12 § Auditor and sustainability reporting assurance provider
The company shall have one (1) auditor which must be an auditing firm authorised
by the Finnish Patent and Registration Office. The company shall have one (1)
sustainability reporting assurance provider which must be an authorised
sustainability audit firm approved by the Finnish Patent and Registration
Office.
The auditor's and the sustainability reporting assurance provider's term of
office expires at the end of the next Annual General Meeting following the
election.”
The General Meeting resolved, in accordance with the proposal of the Board of
Directors, to amend Article 14 of the Articles of Association to include, in
addition to the items currently included in Article 14, the handling of the
remuneration policy, adoption of the remuneration report, resolving upon the
election and remuneration of the sustainability reporting assurance provider,
and resolving upon the remuneration of the auditor. Additionally, the General
Meeting resolved in accordance with the proposal of the Board of Directors to
amend Article 14 to reflect the abovementioned amendment to Article 7 so that
instead of electing the members of the Board of Directors to replace those due
to resign, the Annual General Meeting shall elect the members of the Board of
Directors and that references to deputy auditors and the resolution on the
number of auditors and deputy auditors be removed from Article 14. In its
amended form, Article 14 of the Articles of Association reads as follows
(unofficial translation in English below for informational purposes only):
“14 § Annual General Meeting
The Annual General Meeting is held each year within six months of the end of the
financial year on a day designated by the Board of Directors. The meeting shall
present:
- the financial statements and the annual report;
- the auditors' report;
- the Supervisory Board's statement on the financial statements and the
auditors' report;
decide on:
- the approval of the income statement and the balance sheet;
- any measures called for by the profit or loss reported in the approved balance
sheet;
- granting of discharge from liability to the members of the Board of Directors
and of the Supervisory Board and to the CEO;
- the number of members of and the remuneration payable to the Board of
Directors;
- the number of members of and the remuneration payable to the Supervisory
Board;
- the remuneration policy, if necessary;
- the approval of the remuneration report;
- the remuneration of the auditor and the sustainability reporting assurance
provider;
elect:
- the members of the Board of Directors;
- the members of the Supervisory Board to replace those due to resign;
- the auditor;
- the sustainability reporting assurance provider; and
discuss:
- other business stated in the notice of meeting.”
The Articles of Association remain otherwise unchanged. The amended Articles of
Association become effective once they have been registered with the Trade
Register.
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 23 April 2024 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 2026.
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 2,800,000 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. 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 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 23 April 2024 to the Board of Directors, and is valid until the
closing of the next Annual General Meeting, however, no longer than until 30
June 2026.
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.
ATRIA PLC
Kai Gyllström
CEO
DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com