Atria Oyj — Proxy Solicitation & Information Statement 2013

Mar 19, 2013

Atria Plc
19 March 2013

PROPOSALS OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING TO BE HELD ON 26 APRIL 2013

Resolution on the use of the profit shown on the balance sheet and payment of dividend

The proposal of the Company’s Board of Directors for profit distribution was published on 21 February 2013. The Board of Directors proposes to the General Meeting that a dividend of EUR 0.22 per share be distributed for 2012. The proposed dividend is paid to a shareholder who on the record date for the payment of the dividend is entered into the Company’s shareholder register maintained by Euroclear Finland Ltd. The proposed record date for the payment of the dividend is 2 May 2013 and the proposed date of payment is 10 May 2012.

Resolution on the number of auditors

According to the Company’s Articles of Association, the Company shall have a minimum of one and a maximum of four auditors authorised by the Finland Chamber of Commerce, and as many deputy auditors at the most.

The Board of Directors proposes to the Annual General Meeting that one auditor be elected for the Company.

Election of auditors

The Board of Directors proposes to the Annual General Meeting that authorised public accounting firm PricewaterhouseCoopers Oy be elected as the Company’s auditor for the following term. The auditing firm has notified that Juha Wahlroos, Authorised Public Accountant, acts as the principal auditor.

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 NASDAQ OMX Helsinki Ltd at the trading price of the moment of acquisition. The shares shall be 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 supersedes 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 is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2014.

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Authorisation of the Board of Directors to resolve 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 resolve on an issue of a maximum total of 12,800,000 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.

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 3 May 2012 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2014.

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 EUR 100,000 from the distributable capital of the Company to support activities of colleges, universities and other educational institutions and, in the same context, that the Board of Directors be authorised to resolve on the schedule of the payments and any other terms and conditions relating to the donations.

Seinäjoki, 19 March 2013

ATRIA PLC

Board of Directors