Atria Oyj — Proxy Solicitation & Information Statement 2025

Mar 17, 2025

Notice to the Annual General Meeting

Notice to the Annual General Meeting

Atria Plc   Notice to the Annual General Meeting  17 March 2025 at 3.30 pm

NOTICE to the Annual GENERAL MEETING

Notice is given to the shareholders of Atria Plc (“Atria” or the “Company”) to
the Annual General Meeting to be held on Thursday 24 April 2025 at 1:00 p.m.
(EEST) in Paavo hall, Musiikkitalo, Mannerheimintie 13a, 00100 Helsinki,
Finland. The reception of persons who have registered for the meeting and the
distribution of voting tickets will commence at 12:00 noon (EEST).

Shareholders may also exercise their voting rights by voting in advance. More
detailed instructions for the shareholders are provided in Section C of this
notice (Instructions for the participants in the General Meeting).

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

3. Election of persons to scrutinise the minutes and to 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

6. Presentation of the financial statements, the consolidated financial
   statements, the report of the Board of Directors, the auditor's report, the
   sustainability reporting assurance report and the Supervisory Board's statement
   for the year 2024

Review by the CEO.

The Company's 2024 financial statements, consolidated financial statements, the
report of the Board of Directors including the sustainability report, the
auditor's report and the sustainability reporting assurance report as well as
the Supervisory Board's statement on the financial statements and auditors'
report for the year 2024 will are available on the Company's website on 1 April
2025 at the latest.

1. Adoption of the financial statements and the consolidated financial
   statements

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

The proposal of the Company's Board of Directors for profit distribution was
published on 13 February 2025. The Board of Directors proposes to the Annual
General Meeting that a dividend of EUR 0.69 per share be distributed for the
financial year ended on 31 December 2024.

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 28 April 2025 and the proposed date of payment is 6 May 2025.

1. 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 2024

2. Adoption of the remuneration report of the governing bodies

The Board of Directors proposes that the Annual General Meeting adopts the
remuneration report for the governing bodies.

1. Resolution on the remuneration of the members of the Supervisory Board

In 2024, the remuneration of the members of the Supervisory Board was as
follows: the meeting compensation was EUR 350 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 travel allowance according to the
Company's travel policy.

The Nomination Board proposes to the Annual General Meeting that the meeting
compensation and the compensation for the loss of working time of the members of
the Supervisory Board shall be kept at the same level as in 2024. The
remuneration of the members of the Supervisory Board is proposed to be raised as
follows: fee of the chairman of the Supervisory Board EUR 1,700 a month and fee
of the deputy chairman EUR 850 a month, and travel allowance according to the
Company's travel policy.

Compensation for meeting expenses is also paid to the Chairman and Vice Chairman
of the Supervisory Board when attending Board meetings of the Company.

1. 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 2024, the Supervisory Board had 19 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.

1. 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: Juho Anttikoski, Mika Asunmaa, Jyrki
Halonen, Juha Nikkola, Ari Pöyhönen and Suvi Rantala. In addition, Juha
Kiviniemi and Veli Hyttinen have announced to renounce their membership in the
Supervisory Board.

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 Juho Anttikoski, Mika Asunmaa, Jyrki Halonen, Juha Nikkola,
Ari Pöyhönen and Suvi Rantala, who are due to resign, be re-elected as members
of the Supervisory Board and Ilkka Nykänen be elected as a new member of the
Supervisory Board for the term of the next three years, and that new members of
the Supervisory Board be elected as follows: Vesa Isoaho be elected to replace
Juha Kiviniemi, who is renouncing his membership in the middle of his term, and
Jari Kajan be elected to replace Veli Hyttinen, who is also renouncing his
membership in the middle of his term.

1. Resolution on the remuneration of the members of the Board of Directors

In 2024, the remuneration of the members of the Board of Directors was 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 was EUR 5,000 a month, the fee of the Deputy
Chairman was EUR 2,800 a month, the fee of a member of the Board of Directors
was EUR 2,500 a month, and travel allowance according to the Company's travel
policy.

The Nomination Board proposes to the General Meeting that the meeting
compensation and the compensation for the loss of working time of the members of
the Board of Directors shall be kept at the same level as in 2024 but the
remuneration shall be raised. The remuneration for 2025 shall be as follows:
meeting compensation EUR 350 per meeting, compensation for loss of working time
EUR 300 for meeting and proceeding dates, fee of the chairman of the Board of
Directors EUR 5,200 a month, fee of the deputy chairman EUR 3,000 a month, fee
of a member of the Board of Directors EUR 2,700 a month, and travel allowance
according to the Company's travel policy.

1. 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 2024, the number of
members was eight (8).

The Nomination Board proposes to the General Meeting that the number of the
members of the Board of Directors to be elected be nine (9).

1. 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: Nella Ginman-Tjeder, Jukka Kaikkonen and
Pasi Korhonen. In addition, Board member Ahti Ritola has announced that he will
no longer be available as a Board member as of the Annual General Meeting. Nella
Ginman-Tjeder has announced that she is no longer available for re-election of
Board members.

The Nomination Board proposes to the General Meeting that Pasi Korhonen and
Jukka Kaikkonen, who are due to resign, be re-elected as members of the Board of
Directors and Nina Kopola and Jaana Viertola-Truini be elected as new members of
the Board of Directors for the term of the next three years, and Juha Kiviniemi
be elected as a new member of the Board of Directors and 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
would continue as members of the Board of Directors.

If the General Meeting decides to amend the Company's Articles of Association as
proposed by the Board of Directors in item 19, the term of office of all members
of the Board of Directors will expire at the closing of the Annual General
Meeting 2026.

If the Articles of Association remain unchanged, the current members of the
Board of Directors, Seppo Paavola and Mika Joukio are due to resign at the
closing of the Annual General Meeting 2026, and Kjell-Göran Paxal, Juha
Kiviniemi and Leena Laitinen are due to resign from the Board of Directors at
the closing of the Annual General Meeting 2027.

1. Resolution on the number and remuneration of auditors and sustainability
   reporting assurance provider

According to the 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 General Meeting that the remuneration of
the auditor to be elected shall be paid as per an invoice approved by the
Company.

Furthermore, the Board of Directors proposes to the General Meeting that the
remuneration of the sustainability reporting assurance provider to be elected
shall be paid as per an invoice approved by the Company.

1. Election of auditors and sustainability reporting assurance provider

The Board of Directors proposes to the General Meeting, that the authorised
public accounting firm Deloitte Oy be elected as the Company's auditor for the
following term. Deloitte Oy has notified that Marika Nevalainen, Authorised
Public Accountant, acts as the principal auditor.

The Board of Directors proposes to the General Meeting, that the authorised
sustainability audit firm Deloitte Oy be elected as the Company's sustainability
reporting assurance provider for the following term. Deloitte Oy has notified
the Company that Marika Nevalainen, Authorised Sustainability Auditor, acts as
the principal sustainability auditor.

1. Amendment of the Articles of Association

The Board of Directors proposes that Article 7 of the Articles of Association be
amended 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, it is proposed that the mention regarding the members due to
resign be removed from Article 7.

The Board of Directors proposes that Article 12 of the Articles of Association
be amended to include the appointment and term of office of the sustainability
reporting assurance provider.

The Board of Directors proposes that Article 14 of the Articles of Association
be amended 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, it is proposed that Article 14 be amended 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 other respects, it is proposed that the Articles of Association remain
unchanged.

The current and proposed new wording of the above-mentioned sections of the
Articles of Association are available on the Company's website at
www.atria.com/en/investors/general-meetings/annual-general-meeting-2025.

1. 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 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.

1. 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 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.

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 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.

1. 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.

1. Closing of the meeting

B. Documents of the General Meeting

The aforementioned proposals on the agenda of the Annual General Meeting and
this notice are available on Atria Plc's website at
www.atria.com/en/investors/general-meetings/annual-general-meeting-2025. Atria
Plc's financial statements, the consolidated financial statements, the report of
the Board of Directors including the sustainability report, the auditors'
report, and the sustainability reporting assurance report, as well as the
Supervisory Board's statement on the financial statements and auditors' report
and the remuneration report, will be available on the mentioned website at the
latest on 1 April 2025. The proposals for resolutions and the other
aforementioned documents are also available at the Annual General Meeting.
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 8 May 2025 at the latest.

C. Instructions for the participants in the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder who is on the record date of the General Meeting, on 10 April
2025, registered in the shareholder register of the Company held by Euroclear
Finland Oy, has the right to participate in the General Meeting. A shareholder,
whose shares are registered on their personal Finnish book-entry account, is
registered in the shareholder register of the Company.

A shareholder registered in the shareholder register, who wants to participate
in the General meeting, shall register for the meeting no later than on 16 April
2025 at 4:00 p.m. (EEST) by which time the registration must be received.
Registration for the Annual General Meeting will commence on 18 March 2025, at
10:00 a.m. (EEST). Notice of participation can be given in the following
manners:

a) on the Company's website at www.atria.com/en/investors/general
-meetings/annual-general-meeting-2025.

Electronic registration requires strong identification of the shareholder or
his/her legal representative or proxy with a Finnish, Swedish or Danish bank ID
or mobile certificate.

b) by regular mail or by e-mail.

Shareholders registering by mail or e-mail shall submit the registration form
and advance voting form available on the Company's website
www.atria.com/en/investors/general-meetings/annual-general-meeting-2025 or
equivalent information to Innovatics Oy by mail to Innovatics Oy, General
Meeting / Atria Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki or by e-mail to
agm@innovatics.fi.

In connection with the registration, a shareholder shall notify the requested
information such as his/her name, date of birth or business ID, contact details,
as well as the name and date of birth of any proxy representative or legal
representative. The personal data given to the Company and Innovatics Oy by
shareholders and proxy representatives is only used in connection with the
Annual General Meeting and with the processing of related necessary
registrations. For further information on how Atria Plc processes personal data,
please review Atria Plc's privacy notice regarding the Annual General Meeting,
which is available at the Company's website at
www.atria.com/en/investors/general-meetings/annual-general-meeting-2025 or by e
-mail from mari.laurila@atria.com. Shareholder is 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.

The shareholder, their proxy representative or legal representative, if any,
shall be able to prove their identity and/or right of representation at the
meeting venue, if necessary.

Additional information on the registration and advance voting is also available
on the Company's website and by calling Innovatics Oy at +358 10 2818 909 from
Monday to Friday between 9:00 a.m.-12:00 noon and 1:00-4:00 p.m. (EEST).

1. 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 the shareholder on the
record date of the General Meeting, on 10 April 2025, would be entitled to be
registered in the shareholder register of the Company held 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 17
April 2025 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. Changes
in shareholding after the General Meeting record date affect neither the right
to participate in the General Meeting nor the shareholders' number of votes.

A holder of nominee registered shares is advised to request necessary
instructions regarding the temporary registration in the shareholder register,
the issuing of proxy documents, registration for the General Meeting and advance
voting from the shareholder's custodian bank well in advance. The account
management organisation of the custodian bank shall notify the holder of nominee
registered shares, who wants to participate in the Annual General Meeting, for
temporary registration in the shareholder register of the Company at the latest
by the time stated above and see to the voting in advance on behalf of the
nominee registered shareholder within the registration period for nominee
registered shares.

1. Proxy representatives and powers of attorney

A shareholder may participate in the General Meeting and exercise their rights
also by way of proxy representation. A shareholder's proxy may also elect to
vote in advance as described in this notice if he/she so wishes.

The proxy representative must authenticate to the electronic registration
service and advance voting personally with strong authentication, after which
he/she will be able to register and vote in advance on behalf of the shareholder
that he/she represents. 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/en/investors/general-meetings/annual-general-meeting
-2025 18 March 2025 at the latest. Possible proxy documents should be delivered
primarily as an attachment in connection with the electronic registration, or by
mail to Innovatics Oy, General Meeting / Atria Plc, Ratamestarinkatu 13 A, FI
-00520 Helsinki or by e-mail to agm@innovatics.fi prior to the end of the
registration and advance voting period on 16 April 2025 at 4:00 p.m. (EEST), by
which time the proxy documents must be received.

Shareholders can also use the electronic suomi.fi authorisation service instead
of a traditional proxy document. In this case, the legal person shall authorise
the authorised representative nominated by the legal person in the suomi.fi
service at www.suomi.fi/e-authorizations by using the mandate theme
“Representation at the General Meeting”. In the General Meeting service, the
authorised representative shall in connection with registration use strong
electronic authentication and thereafter the electronic authorisation is
verified automatically. Strong electronic authentication can be conducted with
online banking codes or a mobile certificate. Further information is available
at www.suomi.fi/e-authorizations and on the Company's website at
www.atria.com/en/investors/general-meetings/annual-general-meeting-2025/.

1. Advance voting

Shareholders with a Finnish book-entry account or equity savings account may
vote in advance on certain agenda matters of the General Meeting during the
period from 18 March 2025 at 10:00 a.m. until 16 April 2025 at 4:00 p.m. (EEST),
in the following manners:

a) on the Company's website at www.atria.com/en/investors/general
-meetings/annual-general-meeting-2025.

Electronic registration requires strong identification of the shareholder or
his/her legal representative or proxy with a Finnish, Swedish or Danish bank ID
or mobile certificate.

b) by regular mail or e-mail

A shareholder may submit the advance voting form available on the Company's
website at www.atria.com/en/investors/general-meetings/annual-general-meeting
-2025 on 18 March 2025 at the latest or corresponding information to Innovatics
Oy by e-mail addressed to agm@innovatics.fi, or by regular mail addressed to
Innovatics Oy, General Meeting / Atria Plc, Ratamestarinkatu 13 A, FI-00520
Helsinki. The advance votes must be received by the end of the advance voting
period.

If a shareholder participates in the General Meeting by submitting the votes in
advance, submission of the votes before the end of the registration and advance
voting period constitutes due registration for the General Meeting, provided
that they contain the above-mentioned information required for the registration.

A shareholder who has voted in advance cannot request information under the
Finnish Companies Act or request a vote at the General Meeting or change the
given votes if they or their proxy representative is not present at the General
Meeting venue.

With regards to holders of nominee-registered shares, the advance voting is
performed via the account management organisation. The account management
organisation may vote in advance on behalf of the holders of nominee-registered
shares it represents, in accordance with the voting instructions provided by
them, during the registration period for holders of nominee-registered shares.

A proposal subject to advance voting is considered to have been presented
unchanged at the General Meeting.

The terms and other instructions concerning the electronic voting are available
on the company's website www.atria.com/en/investors/general-meetings/annual
-general-meeting-2025.

1. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the General Meeting has the right to request information with
respect to the matters to be considered at the General Meeting.

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, 17 March 2025

ATRIA PLC
The Board of Directors

DISTRIBUTION:
Nasdaq Helsinki Ltd
Major media
www.atria.com