Atria Oyj

Annual Report • Feb 13, 2014

ATRIA PLC'S FINANCIAL STATEMENT RELEASE 1 JANUARY – 31 DECEMBER 2013

Atria Group's net sales increased – arrangements in Atria Russia weighed down performance

1 January – 31 December 2013

• Consolidated net sales totalled EUR 1,411.0 million (EUR 1,343.6 million).

• Consolidated EBIT was EUR 19.7 million (EUR 30.2 million) and EBIT without non-recurring items amounted to EUR 37.0 million (EUR 30.7 million).

• Atria Finland's net sales grew by EUR 67.3 million, totalling EUR 886.8 million (EUR 819.5 million).

• Atria Finland's EBIT was EUR 32.9 million (EUR 36.5 million). EBIT without non-recurring items amounted to EUR 31.8 million (EUR 37.0 million).

• Atria Scandinavia's EBIT was EUR 12.2 million (EUR 8.2 million) and EBIT without non-recurring items amounted to EUR 13.2 million (EUR 8.2 million).

• Atria Russia's EBIT was EUR -21.0 million (EUR -8.6 million) and EBIT without non-recurring items amounted to EUR -3.6 million (EUR -8.6 million).

• Atria stopped primary pork production in Russia and decided to discontinue industrial production in Moscow. These arrangements resulted in the recognition of EUR 25.0 million of non-recurring costs, EUR 17.4 million of which is allocated to EBIT.

• Atria Baltic's EBIT was EUR 0.1 million (EUR -1.5 million).

• The Group's equity ratio was 42.2 per cent (41.5%).

1 October – 31 December 2013

• Consolidated net sales totalled EUR 360.6 million (EUR 360.6 million).

• Consolidated EBIT was EUR 10.6 million (EUR 7.8 million).

• Atria Finland's EBIT was EUR 9.1 million (EUR 11.0 million).

• Atria Scandinavia's EBIT was EUR 5.7 million (EUR 1.9 million).

• Atria Russia's EBIT was EUR -1.9 million (EUR -3.9 million) and EBIT without non-recurring items amounted to EUR 0.1 million (EUR -3.9 million).

• Non-recurring costs related to the organisation of Atria Russia's operations were recorded in the amount of EUR 2.0 million.

• Atria Baltic's EBIT was EUR 0.1 million (EUR -0.2 million).

	Q4	Q4	Q1–Q4	Q1–Q4
EUR million	2013	2012	2013	2012
Net sales	360.6	360.6	1,411.0	1,343.6
EBIT	10.6	7.8	19.7	30.2
EBIT, %	2.9	2.2	1.4	2.2
Profit before taxes	7.1	6.1	6.9	18.9
Earnings per share, EUR	0.33	0.18	-0.15	0.35
Non-recurring items*	-2.0	-0.5	-17.3	-0.5

*Non-recurring items are included in the reported figures.

Review 1 October – 31 December 2013

Atria Group's net sales for the fourth quarter totalled EUR 360.6 million (EUR 360.6 million). EBIT increased to EUR 10.6 million (EUR 7.8 million). EBIT without non-recurring items was EUR 12.6 million (EUR 8.3 million). The fourth quarter EBIT includes a total of EUR 2.0 million of non-recurring costs (EUR 0.5 million).

Atria decided to discontinue primary pork production in Russia and industrial operations in Moscow. Atria recognised impairments totalling EUR 23.0 million for the third quarter, EUR 15.4 million of which was allocated to EBIT. Furthermore, EUR 2.0 million of non-recurring costs related to the discontinuation of the aforementioned operations was recognised for the fourth quarter.

Atria Finland's fourth quarter net sales totalled EUR 226.0 million (EUR 221.4 million), showing growth of EUR 4.6 million year-on-year. EBIT amounted to EUR 9.1 million (EUR 11.0 million). The increase in net sales was caused by stronger market share and growth in sales volumes in the retail sector. According to Atria's own estimate, the company's total market share was approximately 27 per cent. The tough market conditions in both retail trade and the wholesale and industrial market weighed down EBIT. Meat raw material prices remained roughly at the same level year-on-year.

Atria Scandinavia's net sales for the fourth quarter totalled EUR 102.9 million (EUR 103.2 million). In local currencies, net sales increased by 2.1 per cent year-on-year. EBIT amounted to EUR 5.7 million (EUR 1.9 million). The growth of EBIT was due to the stable raw material prices and improved sales structure. Sales to Food Service and fast food customers were particularly strong.

Atria Russia's net sales for the fourth quarter amounted to EUR 30.6 million (EUR 32.8 million). In the local currency, net sales increased by 3.5 per cent year-on-year. EBIT was EUR -1.9 million (EUR -3.9 million). Nonrecurring costs related to the organisation of operations in Russia were recorded in the amount of EUR 2.0 million. EBIT without non-recurring costs amounted to EUR 0.1 million (EUR -3.9 million). The profitability of industrial operations improved owing to efficiency improvement measures.

Atria Baltic's net sales for the fourth quarter amounted to EUR 7.9 million (EUR 8.8 million). Thanks to efficiency improvement measures, EBIT grew by EUR 0.3 million to EUR 0.1 million (EUR -0.2 million).

Review 1 January – 31 December 2013

Atria Group's net sales for the year totalled EUR 1,411.0 million (EUR 1,343.6 million), up by EUR 67.4 million year-on-year. Due to non-recurring costs, consolidated EBIT weakened by EUR 10.5 million compared to the previous year, standing at EUR 19.7 million (EUR 30.2 million). EBIT without non-recurring items amounted to EUR 37.0 million (EUR 30.7 million).

Atria recognised EUR 25.0 million of non-recurring costs for its Russian operations, EUR 17.4 million of which was allocated to EBIT. An impairment of EUR 1.0 million was recognised for Atria Scandinavia's operations due to sold property. A non-recurring profit of EUR 1.1 million resulting from the reversal of an impairment charge on property that had been for sale was recognised in Finland.

In March, Atria issued a fixed-interest bond worth EUR 50 million. The funds were used for refinancing and for the Group's general financing needs. The loan period is five years and a coupon rate of 4.375 per cent is payable on the loan. The bonds are publicly traded on the NASDAQ OMX Helsinki Ltd stock exchange.

The Group's free cash flow for the period under review (operating cash flow - cash flow from investments) was EUR 54.1 million (EUR 49.7 million), and net liabilities were EUR 305.9 million (EUR 363.9 million).

Atria Finland's net sales for the year totalled EUR 886.8 million (EUR 819.5 million), up by EUR 67.3 million year-on-year. EBIT amounted to EUR 32.9 million (EUR 36.5 million). EBIT includes a non-recurring profit of EUR 1.1 million resulting from the reversal of an impairment charge on property that had been for sale in Forssa. Full-year net sales increased in all sales channels, and growth was particularly strong in the retail sector. EBIT was weighed down by deteriorating market conditions at the end of the year, the higher price of meat raw material compared to the previous year and persistently low export prices for meat.

Atria Scandinavia's net sales for the year totalled EUR 395.0 million (EUR 387.8 million), up by EUR 7.2 million year-on-year. In local currencies, net sales grew by 1.8 per cent year-on-year. EBIT amounted to EUR 12.2 million (EUR 8.2 million). EBIT includes non-recurring costs of EUR 1.0 million resulting from the impairment of

the sold property. EBIT improved due to marketing efforts at the beginning of the year and the improved sales structure towards the end of the year, along with more stable meat raw material prices.

Atria Russia's net sales for the year amounted to EUR 121.5 million (EUR 126.3 million). In the local currency, net sales grew by 2.2 per cent year-on-year. EBIT was EUR -21.0 million (EUR -8.6 million). Atria decided to discontinue primary production in Russia and industrial operations in Moscow, concentrating the latter in St Petersburg. As a result of these arrangements, Atria Russia recognised a total of EUR 25.0 million of nonrecurring costs, EUR 17.4 million of which was allocated to EBIT and EUR 7.6 million to deferred tax assets. EBIT without non-recurring costs amounted to EUR -3.6 million (EUR -8.6 million). The results of industrial operations improved, but EBIT without non-recurring costs was negative due to the poor profitability of primary production. It is estimated that the discontinuation of primary production and the Moscow-based production operations will generate annual cost savings of about EUR 6 million compared to 2013. The cost savings will be fully realised as of the beginning of 2015.

Atria Baltic's net sales for the year totalled EUR 32.9 million (EUR 34.2 million), representing a fall of EUR 1.3 million year-on-year. The EUR 0.1 million EBIT (EUR -1.5 million) was EUR 1.6 million higher than the EBIT for the corresponding period last year. The positive performance was due to the improved sales structure and the cost savings resulting from efficiency improvement measures.

Atria Finland 1 January – 31 December 2013

	Q4	Q4	Q1–Q4	Q1–Q4
EUR million	2013	2012	2013	2012
Net sales	226.0	221.4	886.8	819.5
EBIT	9.1	11.0	32.9	36.5
EBIT, %	4.0	5.0	3.7	4.5
Non-recurring items*	0.0	-0.5	1.1	-0.5

*Non-recurring items are included in the reported EBIT.

Atria Finland's fourth quarter net sales totalled EUR 226.0 million (EUR 221.4 million), showing growth of EUR 4.6 million year-on-year. EBIT amounted to EUR 9.1 million (EUR 11.0 million). The increase in net sales was caused by stronger market share and growth in sales volumes in the retail sector. According to Atria's own estimate, the company's total market share was approximately 27 per cent. The tough market conditions in both the retail trade and the wholesale and industrial market weighed down EBIT. Meat raw material prices remained roughly at the same level year-on-year.

Net sales for the year grew by EUR 67.3 million, totalling EUR 886.8 million (EUR 819.5 million). EBIT for the year amounted to EUR 32.9 million (EUR 36.5 million). EBIT includes a non-recurring profit of EUR 1.1 million resulting from the reversal of an impairment charge on property that had been for sale in Forssa. Full-year net sales increased in all sales channels, and growth was particularly strong in the retail sector. The total market share improved by 2 percentage points during the year, to 27 per cent according to Atria's own estimate. EBIT was weighed down by deteriorating market conditions at the end of the year, the higher price of meat raw material compared to the previous year and persistently low export prices for meat.

Atria Plc and Saarioinen Oy signed a preliminary agreement in July under which Atria will purchase Saarioinen's procurement, slaughtering and cutting operations for beef, pork and chicken. The deal transferred all of Saarioinen's chicken production machinery and equipment as well as its chicken production building and site in Sahalahti (Kangasala) to Atria. Atria also acquired the Jyväbroiler brand. In addition, Atria purchased all of the machinery and equipment in the Jyväskylä slaughterhouse. In conjunction with the deal, Atria and Saarioinen signed an agreement concerning meat deliveries from Atria to Saarioinen. The personnel moved to Atria as continuing employees, and Atria will continue its industrial operations in Jyväskylä and Sahalahti. The operations covered by the deal employ about 400 people on average. As a result of the deal, Atria's net sales are projected to grow by around EUR 70 million per year. On 21 January 2014, the Finnish Competition and Consumer Authority announced its approval of the acquisition. The operations were consolidated into Atria as of 1 February 2014. The purchase price was approximately EUR 30 million, and it was paid in cash.

The transfer of convenience food production from Karkkila to the Nurmo plant was implemented as planned. It is expected to generate annual cost savings of about EUR 1.0 million, which will be fully realised as of the beginning of 2014.

Atria Finland acquired a 24.9 per cent stake in Domretor Oy, a contract manufacturer for the food industry. Domretor is Atria's long-term partner as a contract manufacturer of a range of convenience food products and semi-prepared foods. The deal had no major impact on Atria's financial position or performance.

The projects in Atria's Handprint programme are progressing according to plan. Atria launched an extensive advertising and communications campaign, with a view to strengthening Atria brand image in Finland as a truly domestic brand. The campaign focuses on Finnish meat farmers and the importance of the origin of meat.

Atria Scandinavia 1 January – 31 December 2013

	Q4	Q4	Q1–Q4	Q1–Q4
EUR million	2013	2012	2013	2012
Net sales	102.9	103.2	395.0	387.8
EBIT	5.7	1.9	12.2	8.2
EBIT, %	5.6	1.8	3.1	2.1
Non-recurring items*	0.0	0.0	-1.0	0.0

*Non-recurring items are included in the reported EBIT.

Atria Scandinavia's net sales for the fourth quarter totalled EUR 102.9 million (EUR 103.2 million). In local currencies, net sales grew by 2.1 per cent year-on-year. EBIT amounted to EUR 5.7 million (EUR 1.9 million). The growth of EBIT was due to the stable raw material prices and improved sales structure. Sales to Food Service and fast food customers were particularly strong.

Net sales for the year amounted to EUR 395.0 million (EUR 387.8 million). In local currencies, net sales grew by 1.8 per cent year-on-year. EBIT for the year amounted to EUR 12.2 million (EUR 8.2 million). EBIT includes nonrecurring costs of EUR 1.0 million resulting from the impairment of the sold Halmstad plant. EBIT without nonrecurring costs was EUR 13.2 million (EUR 8.2 million). EBIT improved due to marketing efforts at the beginning of the year and the improved sales structure towards the end of the year, along with more stable meat raw material prices.

In line with its strategy, Atria Scandinavia focused on its strong brands and the sale of value-added products. The position of private labels in the Swedish retail sector is solid. The market share of 3-Stjernet cold cuts strengthened in the Danish retail sector. Atria Concept launched a new Sibylla Pulled Pork product group, whose sales had a promising start during the review period.

Atria Russia 1 January – 31 December 2013

	Q4	Q4	Q1–Q4	Q1–Q4
EUR million	2013	2012	2013	2012
Net sales	30.6	32.8	121.5	126.3
EBIT	-1.9	-3.9	-21.0	-8.6
EBIT, %	-6.0	-11.8	-17.3	-6.8
Non-recurring items*	-2.0	0.0	-17.4	0.0

*Non-recurring items are included in the reported EBIT.

Atria Russia's net sales for the fourth quarter amounted to EUR 30.6 million (EUR 32.8 million). In the local currency, net sales grew by 3.5 per cent year-on-year. EBIT was EUR -1.9 million (EUR -3.9 million). EBIT without non-recurring costs amounted to EUR 0.1 million (EUR -3.9 million). The profitability of industrial operations improved owing to efficiency improvement measures.

Net sales for the year amounted to EUR 121.5 million (EUR 126.3 million). In the local currency, net sales grew by 2.2 per cent year-on-year. EBIT was EUR -21.0 million (EUR -8.6 million). EBIT without non-recurring costs amounted to EUR -3.6 million (EUR -8.6 million). The results of industrial operations improved, but EBIT without non-recurring costs was negative due to the poor profitability of primary production.

Atria Russia discontinued its unprofitable primary pork production in Russia. Furthermore, it was decided that the industrial production and logistics unit located in Moscow will be discontinued by the end of 2014. In Q3/2013 Atria Russia recognised non-recurring impairments totalling EUR 23.0 million, EUR 15.4 million of which was allocated to EBIT. Of the write-downs, EUR 14.3 million was allocated to fixed assets, EUR 7.6 million to deferred tax assets and EUR 1.1 million to other assets. Furthermore, EUR 2.0 million of non-recurring costs related to the discontinuation of the aforementioned operations were recognised for the fourth quarter. It is estimated that discontinuing the operations will generate annual cost savings of about EUR 6 million compared to 2013. The cost savings will be fully realised as of the beginning of 2015.

Atria sold its minority share in OOO Dan-Invest, a piggery company operating in Russia. Atria's holding in the company was 26 per cent. The deal had no major impact on Atria's financial position or performance.

The discontinuation of primary pork production will have no impact on Atria Russia's access to meat raw material. Atria Russia's meat product industry uses both meat produced in Russia and imported meat.

Atria Baltic 1 January – 31 December 2013

	Q4	Q4	Q1–Q4	Q1–Q4
EUR million	2013	2012	2013	2012
Net sales	7.9	8.8	32.9	34.2
EBIT	0.1	-0.2	0.1	-1.5
EBIT, %	1.6	-2.4	0.2	-4.4
Non-recurring items*	0.0	0.0	0.0	0.0

*Non-recurring items are included in the reported EBIT.

Atria Baltic's net sales for the fourth quarter amounted to EUR 7.9 million (EUR 8.8 million). EBIT was EUR 0.1 million (EUR -0.2 million). In Estonia, imports of inexpensive meat grew towards the end of the year, reducing the sales of Atria's consumer-packed meat and profitability for the review period. Atria Baltic's consumer-packed meat is produced in Estonia.

Net sales for the year amounted to EUR 32.9 million (EUR 34.2 million). EBIT for the year was EUR 0.1 million (EUR -1.5 million), up by EUR 1.6 million year-on-year. The positive performance is due to the improved sales structure and the cost savings resulting from efficiency improvement measures.

Financing, cash flow, investments, equity ratio

In March, Atria issued a fixed-interest bond worth EUR 50 million. The funds were used for refinancing and for the Group's general financing needs. The loan period is five years and a coupon rate of 4.375 per cent is payable on the loan. The bonds are publicly traded on the NASDAQ OMX Helsinki Ltd stock exchange.

In June, Atria refinanced a committed credit facility of EUR 50 million due in September 2015. The maturity of the new credit facility is five years.

In September, Atria reduced the amount of committed credit facilities by a total of EUR 50 million. Atria discontinued a credit facility of EUR 40 million due in November 2014 and refinanced a credit facility of EUR 50 million due in September 2015 with a new credit facility of EUR 40 million. The maturity of the new credit facility is four years.

In November, the company refinanced a committed credit facility of EUR 50 million due in November 2015. The maturity of the new credit facility is six years.

On 31 December 2013, the amount of the Group's undrawn committed credit facilities stood at EUR 148.2 million (31 December 2012: EUR 153.0 million). The average maturity of loans and committed credit facilities at the end of the period under review was 3 years 4 months (31 December 2012: 2 years 10 months).

The Group's operating cash flow was EUR 88.9 million (EUR 99.6 million) and cash flow from investments was EUR -34.8 million (EUR -50.0 million). Consolidated free cash flow amounted to EUR 54.1 million (EUR 49.7 million). Interest-bearing net liabilities came to EUR 305.9 million (EUR 363.9 million), down EUR 58.0 million from 2012. Equity ratio was 42.2 per cent (41.5%).

Average number of personnel (FTE)

The Group had an average of 4,669 (4,898) employees during the period under review.

Personnel by business area

Atria Finland	2,146	(2,048)
Atria Scandinavia	1,050	(1,119)
Atria Russia	1,151	(1,384)
Atria Baltic	322	( 347)

Incentive plans for management and key personnel

Long-term incentive plan

Atria's long-term incentive plan has three 12-month periods: 2012, 2013 and 2014. The earning period for the plan ends on 31 December 2014. The compensation earned in an earning period is determined after the period is over based on progress against set targets. The plan offers an opportunity to earn cash rewards for reaching targets established for the relevant earning period. Any profit from the plan is based on the Group's earnings per share (EPS). The plan covers approximately 40 of Atria Group's key personnel. The plan has no impact on expenses in the 2013 financial statements.

Short-term incentive plan

The maximum amount of merit pay for Atria Plc's President and CEO and the Management Team is 35–50% of the annual salary, depending on the effect on the results and the level of competence required to perform the duties. The criteria in Atria Plc's merit pay scheme are the performance requirements and working capital at Group level and in the area of responsibility of the person concerned. In addition to the CEO, Deputy CEO and Management Team, Atria Plc's merit pay scheme covers approximately 40 Group executives. The scheme has no significant impact on expenses in the 2013 financial statements.

Events after the period under review

Atria Plc and Saarioinen Oy signed a preliminary agreement in July under which Atria will purchase Saarioinen's procurement, slaughtering and cutting operations for beef, pork and chicken. In conjunction with the deal, Atria and Saarioinen signed an agreement concerning meat deliveries from Atria to Saarioinen. The operations covered by the deal employ about 400 people on average. As a result of the deal, Atria's net sales are projected to grow by around EUR 70 million per year. On 21 January 2014, the Finnish Competition and Consumer Authority announced its approval of the acquisition. The operations were consolidated into Atria as of 1 February 2014. The purchase price was approximately EUR 30 million, and it was paid using cash funds and borrowed capital. The acquisition had no material effect on the Group's key figures.

Short-term business risks

The profitability of Atria's business is greatly affected by the global risk associated with changes in the market price of meat raw material. This risk is managed by means of centralised control of meat purchasing, price variation clauses for raw material and proactive pricing of end products. The Group applies a uniform currency risk policy to hedge against currency risks relating to raw material procurement. The Group makes active use of currency derivatives, particularly in order to hedge foreign-currency-denominated material purchases in Sweden against currency risks.

In Atria Russia's operations, changing restrictions and import duties on meat and other regulations are characteristic of the market. To manage this risk, Atria Russia strives to raise the share of local suppliers. In the

short term, the sharp weakening of the Russian rouble may lead to an increase in raw material prices. It is difficult for Atria to immediately pass on higher raw material costs to sales prices. Furthermore, rising prices may affect consumer demand.

As a food manufacturing company, Atria's priority is to ensure the high quality and safety of raw materials and products throughout the production chain. Atria has modern methods in place for ensuring the safety of production processes and for eliminating various microbiological, chemical and physical hazards. An animal disease discovered at a critical point in Atria's production chain could interrupt production in the unit concerned and disturb the entire chain's operations. Through internal monitoring involving multiple stages, Atria aims to detect potential hazards as early as possible.

Outlook for the future

In 2013, consolidated EBIT without non-recurring costs was EUR 37.0 million. In 2014, it is projected to be higher. Net sales are expected to grow in 2014.

Shares

Atria Plc's share capital consists of a total of 28,267,728 shares, divided into 19,063,747 series A shares and 9,203,981 series KII shares. Each series A share entitles its holder to one (1) vote and each series KII share to ten (10) votes. Therefore, Atria Plc's shareholders are entitled to a total of 111,103,557 votes. The company holds 111,312 series A treasury shares.

Composition of the Nomination Committee and proposals to the Annual General Meeting

The following people were elected to Atria Plc's shareholders Nomination Committee:

• Timo Komulainen, Agrologist, representative of Lihakunta
• Henrik Holm, farmer, representative of Pohjanmaan Liha
• Juho Anttikoski, farmer, representative of Itikka Co-operative
• Timo Sallinen, Director, Equities, representative of Varma Mutual Pension Insurance Company
• Seppo Paavola, Agrologist, expert member, Chairman of the Atria Plc Board of Directors

Juho Anttikoski was elected Chairman of the Nomination Committee. The Nomination Committee prepares proposals concerning the election and remuneration of Board members for the next Annual General Meeting. Atria Plc's Board of Directors has announced that it will propose to the Annual General Meeting that the company's Articles of Association be amended so that the maximum number of members of the Board of Directors shall be increased by two. In the future, the Board of Directors will therefore consist of no fewer than five and no more than nine members (the current maximum number of members is seven).

Provided that the AGM approves the Board of Directors' proposal for amendment, the Nomination Committee has decided to propose to the AGM that a total of eight members be elected to the Board of Directors instead of the current seven.

The Nomination Committee has decided to propose to the AGM that a member be elected to replace Seppo Paavola, who is due to resign, and that a new member be elected to the Board of Directors. The Nomination Committee has decided to propose to the AGM that Seppo Paavola, who is due to resign, be re-elected as a member of the Board of Directors and that Jukka Moisio be elected as a new member.

The Nomination Committee has decided to propose to the AGM that the remuneration of the members of the Board of Directors be kept at the same level as in 2013. Remuneration and compensation for meeting expenses were as follows:

• Meeting compensation EUR 300/meeting

• Compensation for loss of working time EUR 300 for meeting and proceeding dates

• Fee of the chairman of the Board of Directors EUR 4,400/month
• Fee of the deputy chairman EUR 2,200/month
• Fee of members of the Board of Directors EUR 1,700/month
• Travel allowance according to the state's Travelling Regulations

Board of Directors' proposal for profit distribution

The Board of Directors proposes that a dividend of EUR 0.22 be paid for each share for the financial year 2013.

Decisions of Atria Group Plc's Annual General Meeting held on 26 April 2013

The AGM approved the financial statements and the consolidated financial statements for the financial year 1 January–31 December 2012 and discharged the members of the Supervisory Board and the Board of Directors as well as the CEO from liability for the financial year that ended on 31 December 2012.

The AGM decided that a dividend of EUR 0.22 will be paid for each share for 2012. Dividends are paid to shareholders listed on the company's shareholder register kept by Euroclear Finland Oy on the record date for the payment of dividends. The record date was 2 May 2013 and the date of payment was 10 May 2013.

The AGM decided to elect Authorised Public Accountants PricewaterhouseCoopers Oy as the company's auditor for a term that ends at the closing of the next Annual General Meeting. According to the firm, the auditor in charge is Authorised Public Accountant Juha Wahlroos.

The AGM authorised the Board of Directors to decide of the donation of a maximum amount of EUR 100,000 to be made to the operation of universities or other educational institutions.

The AGM decided that the composition of the Supervisory Board is to be as follows:

Member	Term ends
Juho Anttikoski	2016
Mika Asunmaa	2016
Lassi-Antti Haarala	2015
Jussi Hantula	2015
Henrik Holm	2015
Hannu Hyry	2016
Veli Hyttinen	2014
Pasi Ingalsuo	2014
Jukka Kaikkonen	2016
Juha Kiviniemi	2014
Pasi Korhonen	2015
Ari Lajunen	2015
Mika Niku	2015
Pekka Ojala	2014
Heikki Panula	2016
Jari Puutio	2015
Ahti Ritola	2016
Risto Sairanen	2014
Timo Tuhkasaari	2014
A total of 19 members.

The AGM decided that the remuneration of the members of the Supervisory Board will remain unchanged. The fees are EUR 250 per meeting and the compensation for loss of working time is EUR 250 per day of meetings

and proceedings. The Chairman's fee is EUR 3,000 per month and the Deputy Chairman's fee is EUR 1,500 per month.

In its constitutive meeting following the Annual General Meeting, Atria Plc's Supervisory Board elected Hannu Hyry as its Chairman and re-elected Juho Anttikoski as Deputy Chairman.

Composition and remuneration of Atria Plc's Board of Directors

The Annual General Meeting decided that the Board of Directors will consist of seven members. Outgoing members Timo Komulainen and Maisa Romanainen were re-elected. Board member Tuomo Heikkilä announced that he will no longer be available as a member. Jyrki Rantsi was elected as a new member to replace him for a term ending at the closing of the third Annual General Meeting following the election.

The AGM decided that the remuneration of the members of the Board of Directors will remain unchanged. The fees are EUR 300 per meeting and the compensation for loss of working time is EUR 300 per day of meetings and proceedings. The Chairman's fee is EUR 4,400 per month, the Deputy Chairman's fee is EUR 2,200 per month and the members' fee is EUR 1,700 per month.

In its constitutive meeting following the Annual General Meeting, Atria Plc's Board of Directors re-elected Seppo Paavola as its Chairman and Timo Komulainen as Deputy Chairman.

Atria Plc's Board of Directors now has the following composition: Chairman of the Board: Seppo Paavola; Deputy Chairman: Timo Komulainen; members: Esa Kaarto, Kjell-Göran Paxal, Jyrki Rantsi, Maisa Romanainen and Harri Sivula.

Valid authorisations to purchase or issue shares and to grant special rights

The Annual General Meeting authorised the Board of Directors to decide, on one or several occasions, on the acquisition of a maximum of 2,800,000 of the company's own series A shares with funds belonging to the company's unrestricted equity, subject to the provisions of the Limited Liability Companies Act regarding the maximum number of treasury shares to be held by a company. 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 OMX Helsinki Ltd, at the trading price at the moment of acquisition. The shares shall be acquired and paid for in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Oy. The Board of Directors is authorised to decide on the acquisition of treasury shares in all other respects.

The authorisation shall supersede the authorisation granted by the Annual General Meeting on 3 May 2012 to the Board of Directors to decide on the acquisition of the company's own shares and be valid until the closing of the next Annual General Meeting or until 30 June 2014, whichever is first.

The Annual General Meeting authorised the Board of Directors to decide, on one or several occasions, on an issue of a maximum of 12,800,000 new series A shares or on an issue of any series A shares held by the company through a share issue and/or by granting option rights or other special rights entitling holders to shares as referred to in Chapter 10, section 1 of the Finnish Limited Liability Companies Act. The authorisation may be exercised to finance or execute any acquisitions or other arrangements or investments related to the company's business, to implement the company's incentive plan or for other purposes subject to the Board's decision.

The Board of Directors is also authorised to decide on all terms and conditions of the share issue and of the granting of special rights as referred to in Chapter 10, section 1 of the Limited Liability Companies Act. The authorisation thus also includes the right to issue shares in a proportion other than that currently held by the shareholders under the conditions provided by law, the right to issue shares against or without payment and the

right to decide on a share issue to the company itself without payment – subject to the provisions of the Limited Liability Companies Act regarding the maximum number of treasury shares to be held by a company.

The authorisation shall supersede the share issue authorisation granted by the Annual General Meeting on 3 May 2012 to the Board of Directors, and is valid until the closing of the next Annual General Meeting or until 30 June 2014, whichever is first.

Corporate governance principles

Atria's corporate governance principles and deviations from the Finnish Corporate Governance Code are published on the company's website at www.atriagroup.com.

Annual General Meeting on 6 May 2014

Atria Plc invites its shareholders to the Annual General Meeting, which will be held on Tuesday, 6 May 2014 at 1:00 pm at Finlandia Hall in Helsinki. The agenda includes matters that are to be handled by the Annual General Meeting in accordance with Article 14 of the Articles of Association. Under the Limited Liability Companies Act, a shareholder has the right to have a matter falling within the competence of the General Meeting dealt with by the General Meeting, if the shareholder so demands in writing from the Board of Directors well in advance of the meeting, so that the matter can be mentioned in the notice. The Board of Directors must be notified of the demand by 21 February 2014 in order for it to be dealt with at the General Meeting. The demand, with accompanying justification or proposed resolution, must be sent in writing to Atria Plc, Group Legal Affairs, Läkkisepäntie 23, FI-00620 Helsinki.

Major shareholders

Largest shareholders, 31 December 2013

	KII	A	Total	%
Itikka Co-operative	4,914,281	3,537,652	8,451,933	29.90
Lihakunta	4,020,200	3,838,797	7,858,997	27.80
Mandatum Life		821,562	821,562	2.91
Pohjanmaan Liha Co-operative	269,500	480,038	749,538	2.65
Varma Mutual Pension Insurance Company		524,640	524,640	1.86
Veritas Pension Insurance Company		425,000	425,000	1.50
Kuisla Reima		285,117	285,117	1.01
Sijoitusrahasto Taalerintehdas Arvo Markka Osake		180,000	180,000	0.64
Norvestia Oyj		147,672	147,672	0.52
Mutual Insurance Company Pension Fennia		126,289	126,289	0.45

Largest shareholders in terms of voting rights, 31 December 2013

	KII	A	Total	%
Itikka Co-operative	49,142,810	3,537,652	52,680,462	47.42
Lihakunta	40,202,000	3,838,797	44,040,797	39.64
Pohjanmaan Liha Co-operative	2,695,000	480,038	3,175,038	2.86
Mandatum Life		821,562	821,562	0.74
Varma Mutual Pension Insurance Company		524,640	524,640	0.47
Veritas Pension Insurance Company		425,000	425,000	0.38
Kuisla Reima		285,117	285,117	0.26
Sijoitusrahasto Taalerintehdas Arvo Markka Osake		180,000	180,000	0.16
Norvestia Oyj		147,672	147,672	0.13
Mutual Insurance Company Pension Fennia		126,289	126,289	0.11

Financial calendar 2014

Atria Group Plc will publish three interim reports in 2014:

• Interim report January to March on 6 May 2014 at approximately 08:00 CET
• Interim report January to June on 24 July 2014 at approximately 08:00 CET
• Interim report January to September on 30 October 2014 at approximately 08:00 CET

Atria Plc's Annual Report 2013 will be published in the week beginning 24 March 2014. The interim reports may also be viewed on the company's website at www.atriagroup.com immediately after their release.

Accounting principles

This financial statement release was prepared in accordance with the IAS 34 Interim Financial Reporting standard. Atria has applied the same principles in preparing this financial statement release as in preparing the 2012 annual financial statements. However, since 1 January 2013, the Group has adopted the new or revised standards and IFRIC interpretations published by the IASB included in the accounting principles of the annual financial statements of 2012. These new or revised standards or interpretations did not have any impact on the figures presented for the review period.

The principles and formulae for the calculation of key indicators have not changed, and they are presented in the 2012 annual financial statements. The figures given in the interim report are presented in units of 1,000,000 euros, so the combined total of individual figures may differ from the total sum presented.

The figures presented in this financial statement release are unaudited.

FINANCIAL INDICATORS

mill. EUR	31.12.13	31.12.12	31.12.11	31.12.10	31.12.09
Net sales	1,411.0	1,343.6	1,301.9	1,300.9	1,316.0
EBIT	19.7	30.2	8.0	9.8	27.5
% of net sales	1.4	2.2	0.6	0.8	2.1
Financial income and expenses	-15.2	-14.7	-14.1	-11.1	-12.4
% of net sales	-1.1	-1.1	-1.1	-0.9	-0.9
Profit before tax	6.9	18.9	-4.7	0.3	16.5
% of net sales	0.5	1.4	-0.4	0.0	1.3
Return of equity (ROE), %	-1.0	2.4	-1.5	-1.0	1.7
Return of investment (ROI), %	3.7	4.7	1.7	1.9	4.7
Equity ratio, %	42.2	41.5	39.5	40.2	39.7
Interest-bearing liabilities	334.7	370.5	409.4	429.9	425.8
Gearing, %	81.3	85.9	97.1	96.4	97.5
Net gearing, %	74.3	84.3	95.5	92.2	89.4
Gross investments in fixed assets	41.1	56.2	47.0	46.2	33.0
% of net sales	2.9	4.2	3.6	3.5	2.5
Average FTE	4,669	4,898	5,467	5,812	6,214
R&D costs	11.8	12.0	11.9	10.3	9.4
% of net sales *	0.8	0.9	0.9	0.8	0.7
Volume of orders **	-	-	-	-	-

* Booked in total as expenditure for the financial year

** Not a significant indicator, as orders are generally delivered on the day following the order being placed

SHARE-ISSUE ADJUSTED PER-SHARE INDICATORS

	31.12.13	31.12.12		31.12.11 31.12.10	31.12.09
Earnings per share (EPS), EUR	-0.15	0.35	-0.24	-0.18	0.25
Shareholders' equity per share, EUR	14.45	15.15	14.81	15.68	15.39
Dividend/share, EUR*	0.22	0.22	0.20	0.25	0.25
Dividend/profit., %*	-142.8	63.1	-84.5	-138.9	99.5
Effective dividend yield *	2.8	3.5	3.4	2.8	2.3
Price/earnings (P/E)	-50.2	17.9	-25.1	-50.0	44.0
Market capitalisation	218.5	177.0	168.2	254.4	312.6
Share turnover/1 000 shares, A	3,223	3,460	5,094	9,702	7,389
Share turnover %, A	16.9	18.1	26.7	50.9	38.8
Number of shares, million, total	28.3	28.3	28.3	28.3	28.3
Number of shares, A	19.1	19.1	19.1	19.1	19.1
Number of shares, KII	9.2	9.2	9.2	9.2	9.2
Share issue-adjusted average
number of shares	28.3	28.3	28.3	28.3	28.3
Share issue-adjusted number
of shares on 31 December	28.3	28.3	28.3	28.3	28.3
* Proposal of the Board of Directors
SHARE PRICE DEVELOPMENT, EUR
Lowest of period, A	6.01	4.76	4.99	8.74	6.50
Highest of period, A	8.39	7.08	9.15	13.48	13.00
At end of period, A	7.73	6.26	5.95	9.00	11.06
Average price for period, A	7.21	5.89	7.21	10.93	10.76

ATRIA GROUP

CONSOLIDATED INCOME STATEMENT

Net sales 360.6 360.6 1,411.0 1,343.6
Cost of goods sold -316.0 -315.0 -1,237.1 -1,172.5
Gross profit 44.6 45.6 173.9 171.1
Sales and marketing costs -24.3 -26.0 -98.2 -95.9
Administration costs -11.7 -11.1 -43.5 -44.2
Other operating income 3.1 2.0 6.1 3.8
Other operating expenses -1.2 -2.7 -18.6 -4.6
EBIT 10.6 7.8 19.7 30.2
Finance income and costs -4.0 -3.9 -15.2 -14.7
Income from joint-ventures and associates 0.4 2.1 2.3 3.4
Profit before tax 7.1 6.1 6.9 18.9
Income taxes 1.8 -0.9 -11.2 -8.8
Profit for the period 8.9 5.2 -4.3 10.1
Profit attributable to:
Owners of the parent 9.2 5.2 -4.3 9.8
Non-controlling interests -0.3 0.0 0.0 0.2
Total 8.9 5.2 -4.3 10.1
Basic earnings/share, EUR 0.33 0.18 -0.15 0.35
Diluted earnings/share, EUR 0.33 0.18 -0.15 0.35

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

EUR million	10-12/13	10-12/12	1-12/13	1-12/12
Profit for the period	8,9	5,2	-4,3	10,1
Other comprehensive income after tax:
Items that will not be reclassified to profit or loss
Actuarial gains/loss on post employment
benefit obligations	0,9	-0,4	0,9	-0,4
Items that will be reclassified to
profit or loss when specific conditions are met
Available-for-sale financial assets	0,0	0,0	0,0	0,0
Cash flow hedging	-0,6	-0,1	1,5	-1,2
Translation differences	-4,2	-2,4	-11,6	6,9
Total comprehensive income for the period	5,0	2,3	-13,5	15,4
Total comprehensive income attributable to:
Owners of the parent	5,4	2,3	-13,5	15,1
Non-controlling interests	-0,4	0,0	0,0	0,3
Total	5,0	2,3	-13,5	15,4

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Assets
EUR million	31.12.13	31.12.12
Non-current assets
Property, plant and equipment	433.5	476.1
Biological assets	0.8	1.5
Goodwill	164.8	168.5
Other intangible assets	77.0	78.4
Investments in joint-ventures and associates	15.3	14.6
Other financial assets	2.2	1.7
Loans and other receivables	7.5	11.6
Deferred tax assets	4.9	15.5
Total	705.9	768.0
Current assets
Inventories	114.1	114.3
Biological assets	3.3	5.5
Trade and other receivables	118.8	144.8
Cash and cash equivalents	28.8	6.6
Total	265.1	271.1
Non-current assets held for sale	7.0	2.5
Total assets	978.1	1,041.6
Equity and liabilities
EUR million	31.12.13	31.12.12
Equity belonging to the shareholders
of the parent company	408.5	428.2
Non-controlling interest	3.2	3.2
Total equity	411.7	431.4
Non-current liabilities
Interest-bearing financial liabilities	215.8	264.3
Deferred tax liabilities	44.7	47.4
Pension liabilities	6.9	8.1
Other non-interest-bearing liabilities	5.7	7.6
Total	273.2	327.4
Current liabilities
Interest-bearing financial liabilities	118.9	106.1
Trade and other payables	174.3	176.6
Total	293.1	282.8
Total liabilities Total equity and liabilities	566.3 978.1	610.2 1,041.6

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

EUR million	Equity belonging to the shareholders of parent company					Non- cont roll	Total equity
	Share capital	Share premium	Own shares	Other reserves	Inv. non-rest. equity fund	Trans lation diff.	Retained earnings	Total	ing inte rests
Equity 1.1.12	48.1	138.5	-1.3	-4.4	110.6	-17.2		144.5 418.8	2.9	421.7
Comprehensive income for the period Profit for the period Other comprehensive income							9.8	9.8	0.2	10.1
Available-for-sale financial assets Cash flow hedging Actuarial loss Translation differences Transactions with owners				0.0 -1.2		6.9	-0.4	0.0 -1.2 -0.4 6.9	0.1	0.0 -1.2 -0.4 6.9
Distribution of dividends							-5.6	-5.6		-5.6
Equity 31.12.12	48.1	138.5	-1.3	-5.6	110.6	-10.3		148.3 428.2	3.2	431.4
Comprehensive income for the period Profit for the period Other comprehensive income							-4.3	-4.3	0.0	-4.3
Available-for-sale financial assets Cash flow hedging Actuarial gains Translation differences Transactions				0.0 1.5		-11.5	0.9	0.0 1.5 0.9 -11.5	-0.1	0.0 1.5 0.9 -11.6
with owners Distribution of dividends							-6.2	-6.2		-6.2
Equity 31.12.13	48.1	138.5	-1.3	-4.1	110.6	-21.9		138.6 408.5	3.2	411.7

CONSOLIDATED CASH FLOW STATEMENT

EUR million	1-12/13	1-12/12
Cash flow from operating activities
Operating activities	110.6	119.2
Financial items and taxes	-21.7	-19.6
Net cash flow from operating activities	88.9	99.6
Cash flow from investing activities
Tangible and intangible assets	-38.7	-50.4
Acquired subsidiary shares	0.0	-1.8
Change in non-current receivables	2.1	0.9
Change in other investments	1.8	1.4
Net cash used in investing activities	-34.8	-50.0
Cash flow from financing activities
Proceeds from long-term borrowings	50.0	50.0
Repayments of long-term borrowings	-62.3	-39.6
Proceeds and repayments of short-term borrowings	-13.0	-55.0
Dividends paid	-6.2	-5.6
Net cash used in financing activities	-31.5	-50.2
Change in liquid funds	22.6	-0.6
Cash and cash equivalents at beginning of year	6.6	6.6
Effect of exchange rate changes	-0.3	0.5
Cash and cash equivalents at end of year	28.8	6.6

EUR million	10-12/13	10-12/12	1-12/13	1-12/12
Net sales
Finland	226.0	221.4	886.8	819.5
Scandinavia	102.9	103.2	395.0	387.8
Russia	30.6	32.8	121.5	126.3
Baltic	7.9	8.8	32.9	34.2
Eliminations	-6.8	-5.5	-25.1	-24.2
Total	360.6	360.6	1,411.0	1,343.6
EBIT
Finland	9.1	11.0	32.9	36.5
Scandinavia	5.7	1.9	12.2	8.2
Russia	-1.9	-3.9	-21.0	-8.6
Baltic	0.1	-0.2	0.1	-1.5
Unallocated	-2.5	-1.0	-4.5	-4.4
Total	10.6	7.8	19.7	30.2
Investments
Finland	7.7	9.2	26.7	38.6
Scandinavia	3.0	5.0	10.6	12.0
Russia	1.2	0.6	3.6	5.1
Baltic	0.0	0.3	0.2	0.5
Total	11.9	15.0	41.1	56.2
Depreciation and write-offs
Finland	6.3	5.3	25.9	24.8
Scandinavia	3.8	2.9	12.9	11.9
Russia	1.6	2.6	23.2	10.4
Baltic	0.6	0.6	2.5	2.7
Total	12.3	11.5	64.4	49.8

FINANCIAL ASSETS AND LIABILITIES

Fair value hierarcy:

EUR milloin
Balance sheet items	31.12.13	Level 1	Level 2	Level 3
Non-current assets
Financial assets available for sale	2.2	0.2		2.0
Current assets
Derivative financial instruments	0.5		0.5
Total	2.7	0.2	0.5	2.0
Non-current liabilities
Derivative financial instruments	5.7		5.7
Current liabilities
Derivative financial instruments	1.4		1.4
Total	7.1	0.0	7.1	0.0
Balance sheet items	31.12.12	Level 1	Level 2	Level 3
Non-current assets
Financial assets available for sale	1.7	0.2		1.6
Current assets
Derivative financial instruments	0.1		0.1
Total	1.9	0.2	0.1	1.6
Non-current liabilities
Derivative financial instruments	7.6		7.6
Current liabilities
Derivative financial instruments	3.1		3.1
Total	10.6	0.0	10.6	0.0

There were no transfers between Levels 1 and 2 during the period.

Level 1: Prices listed on active markets for identical assets and liabilities.

Level 2: Fair values can be determined either directly (i.e., as prices) or indirectly (i.e., derived from prices). Level 3: Fair values are not based on verifiable market prices.

Changes in financial instruments belonging to level 3:

Unlisted shares	31.12.13	31.12.12
Opening balance	1.6	1.5
Purchases	0.4	0.1
Decreases		0.0
Closing balance	2.0	1.6

Fair values of financial instruments do not deviate significantly from balance sheet values.

NON-CURRENT ASSETS HELD FOR SALE

Finland		1.4
Scandinavia Russia	5.9
Baltic	1.1	1.1
Total	7.0	2.5
The "non-current assets available for sale" account includes industrial real estate in Lithuania and a pig farm in Russia. In September, Atria announced that it will discontinue primary production in Russia. The pig farm buildings left empty in December were transferred to assets available for sale.
During the accounting period, the logistics centre in Forssa was transferred from assets available for sale back to tangible assets. Today, the property is used by the Group. As a result of the reclassification, write-downs in the amount of EUR 1.1 million recognised during earlier financial periods were reversed. This non-recurring profit item has been recognised under "Other operating income".
In Sweden, the Halmstad plant, which had remained empty after production was moved to the Malmö plant, was classified as an asset available for sale. The value of the real estate was reduced by a total of EUR 1.0 million, to align it with its fair value. Impairments have been recognised under "Other operating income". The real estate was sold in December.
The Group attempts to actively sell the real estate, but sales periods tend to be longer due to the depressed market situation. The Group expects the sales to come through after markets have recovered.
CONTINGENT LIABILITIES
EUR million	31.12.13	31.12.12
Debts with mortgages or other collateral given as security
Loans from financial institutions	2.8	3.0
Pension fund loans	5.6	5.7
Total	8.4	8.6
Mortgages and other securities given as
comprehensive security
Real estate mortgages	4.0	4.2
Corporate mortgages	1.4	1.4
Total	5.3	5.6
Guarantee engagements not included in the balance sheet

Guarantees 0.6 0.4

EUR million 31.12.13 31.12.12

ATRIA PLC Board of Directors

For more information, please contact Juha Gröhn, CEO, Atria Plc. tel. +358 400 684 224.

DISTRIBUTION Nasdaq OMX Helsinki Ltd Major media www.atriagroup.com

The Interim Report is available on our Web site www.atriagroup.com.