Atria Oyj — Proxy Solicitation & Information Statement 2021

Mar 18, 2021

Notice to the General Meeting

Notice to the General Meeting

Atria Plc    COMPANY ANNOUNCEMENT  18 March at 12.15 pm
Notice to the General Meeting
Notice is given to the shareholders of Atria Plc to the Annual General Meeting
to be held on Thursday 29 April 2021 at 1:00 p.m. (EEST) in the Company’s
Helsinki office, Läkkisepäntie 23, Helsinki, Finland. The shareholders of the
Company and their proxy representatives can only participate in the meeting and
exercise the shareholder’s rights by voting in advance as well as by submitting
counterproposals and asking questions in advance in accordance with the
instructions set out in this notice and other instructions provided by the
Company. It is not possible to attend the meeting in person. Instructions for
shareholders are provided in section C of this notice (Instructions for the
participants in the General Meeting).
The Board of Directors of the Company has resolved on extraordinary meeting
procedures pursuant to temporary legislation (667/2020) that entered into force
on 3 October 2020. In order to prevent the spread of the coronavirus pandemic,
the Annual General Meeting will be held without shareholders’ and their proxy
representatives’ presence at the venue of the meeting. This is necessary in
order to ensure the health and safety of the Company’s shareholders, personnel
and other stakeholders and in order to hold the meeting in a predictable manner
so that shareholders have equal opportunities to participate in the meeting,
whilst ensuring compliance with the restrictions imposed by the authorities, as
in force from time to time.
The Chairman of the Board of Directors, the members of the Board of Directors,
the CEO and other management of the Company and the Auditor will not attend the
General Meeting. Furthermore, no webcast will be provided. A pre-recorded
presentation by the Company’s Chairman of the Board of Directors and the CEO
will be published on the Company’s website no later than on 8 April 2021.
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
Riikka Rannikko, Attorney-at-law, will act as the Chairman of the meeting. In
the event Riikka Rannikko is prevented for a weighty reason from acting as the
Chairman, the Board of Directors will appoint the person it deems most suitable
to act as the Chairman.
3. Election of persons to scrutinise the minutes and to supervise the counting
of votes
Merja Harju, Company’s General Counsel, will scrutinise the minutes and
supervise the counting of the votes. In the event Merja Harju is prevented for a
weighty reason from scrutinising the minutes and supervising the counting of
votes, the Board of Directors will appoint the person it deems most suitable to
scrutinise the minutes and 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
Shareholders who have voted in advance within the advance voting period and who
are entitled to participate in the general meeting in accordance with Chapter 5,
Sections 6 and 6 a of the Finnish Companies Act shall be deemed shareholders
participating in the meeting. The list of votes will be adopted according to the
information furnished by Euroclear Finland Oy.
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 2020
Since the General Meeting may only be attended by voting in advance, the
Company's 2020 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 2020, which are available on the Company's website no later than on
8 April 2021, are deemed to have been presented to the Annual General Meeting.
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
The proposal of the Company’s Board of Directors for profit distribution was
published on 16 February 2021. The Board of Directors proposes to the General
Meeting that a dividend of EUR 0.50 per share be distributed for the financial
year ended on 31 December 2020. 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 Oy. The record
date for the payment of the dividend is 3 May 2021 and the proposed date of
payment is 10 May 2021.
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 31 December 2020
10. Adoption of the remuneration report of the governing bodies
The remuneration report for 2020 prepared in accordance with the remuneration
policy adopted on 29 April 2020 by the Company’s General Meeting shall be
presented for the first time in the General Meeting of 2021. The remuneration
report is available on the Company’s website at www.atria.com/agm at the latest
on 8 April 2021. Since the General Meeting may only be attended by voting in
advance, the 2020 remuneration report of the governing bodies is deemed to have
been presented to the General Meeting.
The Board of Directors proposes that the General Meeting adopts the remuneration
report for the governing bodies.
11. Resolution on the remuneration of the members of the Supervisory Board
In 2020, the remuneration of the members of the Supervisory Board was as
follows: the meeting compensation was EUR 300 per meeting, the compensation for
the loss of working time was EUR 300 for meeting and proceeding dates, the fee
of the Chairman of the Supervisory Board was EUR 1,500 a month, the fee of the
Deputy Chairman was EUR 750 a month, and travelling expenses were compensated in
accordance with the Company’s travel policy. Compensation for meeting expenses
are also paid to the Chairman and Vice Chairman of the Supervisory Board when
attending Board meetings of the company.
The Nomination Board proposes to the General Meeting that the remuneration of
the members of the Supervisory Board be kept at the same level as in 2020.
12. 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 2020, 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 20.
13. 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: Lassi-Antti Haarala, Jussi Hantula, Jussi
Joki-Erkkilä, Marja-Liisa Juuse, Ari Lajunen, Mika Niku and Ola Sandberg.
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 Lassi-Antti Haarala, Jussi Joki-Erkkilä, Marja-Liisa Juuse,
Ari Lajunen, Mika Niku and Ola Sandberg, who are due to resign, be re-elected as
members of the Supervisory Board and Mika Herrala be elected as a new member of
the Supervisory Board for the term of the next three years.
14. Resolution on the remuneration of the members of the Board of Directors
In 2020, the remuneration of the members of the Board of Directors was as
follows: the meeting compensation was EUR 300 per meeting, the compensation for
the loss of working time was EUR 300 for meeting and proceeding dates, the fee
of the Chairman of the Board of Directors was EUR 4,800 a month, the fee of the
Deputy Chairman was EUR 2,600 a month, the fee of a member of the Board of
Directors was EUR 2,200 a month, and travelling expenses were compensated in
accordance with the Company’s travel policy.
The Nomination Board proposes to the General Meeting that the remuneration of
the members of the Board of Directors be kept at the same level as in 2020.
15. 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 2020, 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).
16. 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, Ahti Ritola and Harri
Sivula.
Of the resigning members, Harri Sivula has announced that he will no longer be
available to serve as a member of the Board of Directors.
The Nomination Board proposes to the Annual General Meeting that Kjell-Göran
Paxal and Ahti Ritola, who are due to resign, be re-elected as members of the
Board of Directors and that Leena Laitinen be elected as a new member of the
Board of Directors for the term of the next three years.
In addition, Nella Ginman-Tjeder, Jukka Kaikkonen, Pasi Korhonen, Jukka Moisio
and Seppo Paavola would 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 2022, and Seppo Paavola and Jukka Moisio
are due to resign from the Board of Directors at the closing of the Annual
General Meeting 2023.
17. Resolution on the number and remuneration of auditors
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.
18. Election of auditors
The Board of Directors proposes to the Annual General Meeting that authorised
public accounting firm PricewaterhouseCoopers Oy be re-elected as the Company’s
auditor for the following term. PricewaterhouseCoopers Oy has notified that
Samuli Perälä, Authorised Public Accountant, acts as the principal auditor.
19. 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 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.
It is proposed that the authorisation supersedes the authorisation granted by
the Annual General Meeting on 29 April 2020 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 2022.
20. 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 29 April 2020 to the Board of Directors and is
valid until the closing of the next Annual General Meeting, however, no longer
than until 30 June 2022.
21. 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 or other
educational institutions or other charitable or corresponding purposes 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.
22. Closing of the meeting
B. Documents of the General Meeting
The aforementioned proposals relating to the agenda of the Annual General
Meeting and this notice are available on Atria Plc’s website at www.atria.com.
Atria Plc’s financial statements, the consolidated financial statements, the
report of the Board of Directors and the auditors’ report, the Supervisory
Board’s statement on the financial statements and auditors’ report, the
remuneration report as well as the remuneration policy adopted by the Annual
General Meeting in 2020, will be available on the mentioned website at the
latest on 8 April 2021. Copies of the proposals and of this notice will be sent
to shareholders upon request. The minutes of the General Meeting will be
available on the aforementioned website as of 13 May 2021 at the latest.
C. Instructions for the participants in the General Meeting
In order to prevent the spread of the coronavirus pandemic, the General Meeting
will be arranged so that a shareholder or his/her proxy representative may not
be present at the venue of the meeting. The shareholders and their proxy
representatives can participate in the meeting and exercise the shareholder’s
rights only by voting in advance and by submitting counterproposals and asking
questions in advance in accordance with the instructions set out below and other
instructions provided by the Company.
1. Shareholders registered in the shareholders’ register
Each shareholder, who is on the record date of the General Meeting, 19 April
2021, registered in the shareholder register of the Company maintained by
Euroclear Finland Oy, has the right to participate in the General Meeting. A
shareholder, whose shares are registered on his/her personal Finnish book-entry
account, is registered in the shareholder register of the Company. Shareholders
can participate in the meeting only by voting in advance or through a proxy
representative as described below.
2. Registration and voting in advance
The registration and advance voting will begin on 8 April 2021 at 10:00 a.m.
(EEST), when the deadline for submitting counterproposals to be put to a vote
has expired. A shareholder, who is registered in the shareholders’ register of
the Company and who wants to participate in the General Meeting, shall register
for the meeting and vote in advance no later than on 22 April 2021 at 4:00 p.m.
(EEST) by which time the registration and votes must be received. Registration
to the General Meeting without submitting advance votes will not be considered
participation in the General Meeting.
In connection with the registration, a shareholder shall notify the requested
information such as, his/her name, personal/business ID, email address,
telephone number, as well as the name of a possible proxy representative or
legal representative, and the personal ID of the proxy representative or legal
representative. The personal data given by the shareholders or the
representatives to Euroclear Finland Oy and the Company is used only in
connection with the General Meeting and with the processing of necessary related
registrations. For further information on how Atria Plc processes personal data,
please review Atria Plc’s privacy notice regarding the General Meeting, which is
available at the Company’s website at www.atria.com/agm or contact by email
teresa.lindstrom@atria.com. Shareholders are requested to note that personal
information provided in connection with the registration and advance voting by e
-mail is provided possibly through an unsecure connection at the shareholder’s
own responsibility.
A shareholder who has a Finnish book-entry account can register and vote in
advance on certain items on the agenda of the General Meeting during the period
beginning on 8 April 2021 at 10:00 a.m. (EEST) and ending on 22 April 2021 at
4:00 p.m. (EEST) in the following manners:
a) on the Company’s website www.atria.com/agm
Registering and voting in advance requires strong electronic identification
(bank codes or Mobile ID) for natural persons and business ID and the book-entry
account number for legal persons.
b) by email or by regular mail.
A shareholder may submit the advance voting form available on the Company's
website at www.atria.com/agm on 8 April 2021 or corresponding information by
mail to Euroclear Finland Oy to the address Euroclear Finland Oy,
Yhtiökokous/Atria Plc, P.O. Box 1110, FI-00101 Helsinki or by email to
yhtiokokous@euroclear.eu.
If a shareholder participates in the General Meeting by submitting advance votes
by mail or email to Euroclear Finland Oy, the submission of votes before the due
date of the registration period and advance voting constitutes due registration
for the General Meeting provided that the aforementioned information required
for the registration is received before the end of the advance voting period.
The advance voting instructions will be available on the Company’s website at
www.atria.com/agm by 8 April 2021 at the latest. Additional information is also
available during the registration period by telephone from the number +358 50
3678539/Teresa Lindström from Monday to Friday 9:00 a.m. to 12:00 noon (EEST)
and 13:00 p.m. to 16:00 p.m. (EEST).
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights
at the meeting by way of proxy representation. Due to the coronavirus pandemic,
shareholders not voting in advance are requested to exercise shareholders’
rights through a centralised proxy representative designated by the Company by
authorising Anniina Järvinen, attorney-at-law, from Hannes Snellman Attorneys
Ltd, or a person appointed by her, to represent them at the General Meeting in
accordance with the voting instructions of the shareholder. Authorising the
designated proxy representative will not accrue any costs for the shareholder,
excluding possible postal fees for proxy documents. Further information about
the designated proxy representative is available at
www.hannessnellman.com/people/all/anniina-jaervinen/.
Shareholders may also participate in the General Meeting and exercise their
rights at the meeting by way of another proxy representative. 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/agm on 8 April 2021 at the latest. Possible proxy
documents containing the advance voting form should be delivered by mail to
Euroclear Finland Oy, Yhtiökokous/Atria Plc, P.O. Box 1110, FI-00101 Helsinki,
Finland or by email to yhtiokokous@euroclear.eu prior to the end of the advance
voting period on 22 April 2021 at 4:00 p.m. (EEST), by which time the documents
must be received.
Proxy representatives must register and vote in advance on behalf of a
shareholder, and they can submit counterproposals and ask questions in the
manner instructed in this notice. Delivery of proxy documents and advance votes
by the due date for the registration and advance voting constitutes due
registration for the General Meeting, provided that the above-mentioned
information required for the registration is included in the documents.
4. 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 he/she on the record
date of the General Meeting, 19 April 2021, would be entitled to be registered
in the shareholder register of the Company maintained by Euroclear Finland Oy.
The right to participate in the General Meeting requires, in addition, that the
shareholder on the basis of such shares has been temporarily registered in the
shareholder register maintained by Euroclear Finland Oy at the latest by 26
April 2021 at 10:00 a.m. (EEST). A holder of nominee registered shares is
considered to be registered for the General Meeting, when he/she is notified for
temporary registration in the shareholder register as described above.
A holder of nominee registered shares is advised to request necessary
instructions regarding the temporary registration in the Company’s shareholder
register, the issuing of proxy documents and registration for the General
Meeting from his/her custodian bank well in advance. The account management
organisation of the custodian bank shall notify a holder of nominee registered
shares, who wants to participate in the General Meeting, for temporary
registration in the Company’s shareholder register at the latest by the time
stated above and see to the voting in advance on behalf of a holder of nominee
registered shares before the due date for the registration.
5. Other instructions and information
Shareholders who hold at least one hundredth of all the shares in the Company
have the right to submit counterproposals concerning the matters on the agenda
of the General Meeting to be placed for a vote. Such counterproposals shall be
delivered to the Company by email to teresa.lindstrom@atria.com or by regular
mail to Atria Plc, Teresa Lindström, P.O. Box 900, FI-60060 ATRIA by 7 April
2021 at 10:00 a.m. (EEST), at the latest. The shareholders shall in connection
with the counterproposal present a statement of their shareholding. The
counterproposal is admissible for consideration at the General Meeting if the
shareholders who have made the counterproposal have the right to attend the
meeting and on the record date of the General Meeting represent at least one
hundredth of all shares in the Company. If a counterproposal will not be taken
up for consideration at the General Meeting, the votes given in favour of the
counterproposal will not be taken into account. The Company will publish
possible counterproposals to be put to a vote on the Company’s website at
www.atria.com/agm by 8 April 2021 at the latest.
A shareholder has the right to pose questions with respect to the matters to be
considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish
Companies Act by email to teresa.lindstrom@atria.com or by regular mail to Atria
Plc, Teresa Lindström, P.O. Box 900, FI-60060 ATRIA no later than 15 April 2021
at 4:00 p.m. (EEST). The Company will publish such questions by shareholders,
responses to the questions by the Company‘s management as well as other
counterproposals than those put up to a vote on the Company‘s website at
www.atria.com/agm by 20 April 2021 at 4:00 p.m. (EEST) at the latest. As a
prerequisite for presenting questions or counterproposals, a shareholder must
present sufficient evidence to the Company of his/her shareholdings.
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 General Meeting Atria Plc has a total of
19,063,747 Series A shares, representing a total of 19,063,747 votes, and
9,203,981 Series KII shares representing a total of 92,039,810 votes.
Seinäjoki, 18 March 2021
ATRIA PLC
The Board of Directors
DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com