Atria Plc Stock exchange release 23 April 2026 at 2.45 p.m.


Decisions of Atria Plc's Annual General Meeting

Atria Plc's Annual General Meeting was held today in Helsinki at Musiikkitalo. The General Meeting adopted the financial statements and the consolidated financial statements for the financial year of 1 January to 31 December 2025 and discharged the members of the Supervisory Board and the Board of Directors, as well as the CEO from liability for the financial period which ended on 31 December 2025.

Dividend of EUR 0.75 per share in total

The General Meeting resolved, in accordance with the proposal of the Board of Directors, that a dividend of EUR 0.75 per share be distributed for the financial period which ended on 31 December 2025. Dividend is paid to a shareholder entered in the Company's shareholder register kept by Euroclear Finland Oy on the record date for the payment of the dividend. The record date is 27 April 2026, and the date of payment is 5 May 2026.

Adoption of the remuneration report of the governing bodies

The General Meeting adopted the remuneration report for the governing bodies in accordance with the proposal of the Board of Directors.

Adoption of the remuneration policy for the governing bodies

The General Meeting adopted the remuneration policy for the governing bodies in accordance with the proposal of the Board of Directors.

Composition and remuneration of the Supervisory Board

The General Meeting resolved that the composition of the Supervisory Board be as follows:

In total 20 members.

The General Meeting resolved that the remuneration of the members of the Supervisory Board will be kept at the same level as in 2025.

Composition and remuneration of the Board of Directors

The General Meeting resolved that the Board of Directors consist of eight (8) members. Mika Joukio, Jukka Kaikkonen, Juha Kiviniemi, Nina Kopola, Pasi Korhonen and Leena Laitinen, were re-elected as members of the Board of Directors and Sofie Dalkarl and Juha Savela were elected as new members of the Board of Directors. The term of office of the members of the Board of Directors will expire at the end of the Annual General Meeting in 2027.

The General Meeting resolved that the remuneration of the members of the Board of Directors be kept at the same level as in 2025.

Election and remuneration of auditor and sustainability reporting assurance provider

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to elect authorised public accounting firm Deloitte Oy as the Company's auditor for the following term. The audit firm has notified that Marika Nevalainen, Authorised Public Accountant, acts as the principal auditor. The General Meeting further resolved that the remuneration to the auditor shall be paid as per an invoice approved by the Company.

The General Meeting also resolved, in accordance with the proposal of the Board of Directors, to elect authorised sustainability audit firm Deloitte Oy as the Company’s sustainability reporting assurance provider for the following term. Deloitte Oy has notified that Marika Nevalainen, Authorised Sustainability Auditor, acts as the principal sustainability auditor. The General Meeting further resolved that the remuneration to the sustainability reporting assurance provider shall be paid as per an invoice approved by the Company.

Amendment of the Charter of the Shareholders' Nomination Board

The General Meeting resolved, in accordance with the proposal of the Nomination Board, to approve the written Charter of the Shareholders’ Nomination Board. The Charter was amended so that:

(a) the right to nominate a representative to the Nomination Board is determined as before, but, going forward, in accordance with the situation on the first banking day of June preceding the Annual General Meeting, i.e. three months earlier than pursuant to the Charter in effect;

(b) correspondingly, a shareholder obligated to notify the Company of certain changes in its shareholding in certain circumstances under the Finnish Securities Markets Act or who has diversified its holdings in several funds or registers, needs to present a written request of combining its shareholdings when calculating the voting rights to the Company’s Board of Directors by the end of May, i.e. three months earlier than pursuant to the Charter in effect;

(c) correspondingly, a holder of nominee-registered shares who wishes to be taken into account when determining the composition of the Nomination Board, needs to present a written request to that effect to the Company's Board of Directors by the end of May, i.e. three months earlier than pursuant to the Charter in effect;

(d) the Charter was specified by adding a note that if two or more series A shareholders have the same number of shares, and the largest series A shareholder therefore cannot be determined, the nomination right to the Nomination Board shall be decided by drawing lots among these shareholders;

(e) the Charter was added a note that a member appointed by a shareholder shall resign from the Nomination Board if the shareholder in question transfers their shareholding during the term of the Nomination Board in such a manner that they no longer rank among the ten largest shareholders of the Company. In such case, the Chairman of the Board of Directors may request the largest eligible shareholder in the order of appointment to appoint the missing member or members;

(f) the Charter was amended so that the term of office of the members of the Nomination Board will, going forward, end upon the appointment of the following Nomination Board, rather than at the end of the following Annual General Meeting, as pursuant to the Charter in effect;

(g) the decision-making of the Nomination Board pursuant to the Charter was amended so, that decisions of the Nomination Board will, going forward, be made by a simple majority, however so that the members of the Nomination Board appointed by the shareholders of the KII series shall reach mutual unanimity;

(h) the Charter was specified to reflect the current Articles of Association with respect to the election of members of the Board of Directors, and by adding thereto certain mainly procedural provisions concerning internal operation of the Nomination Board, such as provisions regarding the working methods of the Nomination Board and aspects to be taken into account in its decision-making, including the recommendations of the Finnish Corporate Governance Code for listed companies regarding the transparency of the election of the Board of Directors, as well as its composition and diversity.

Acquisition of the Company’s own shares

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on the acquisition of a maximum of 2,800,000 of the Company’s own series A shares, corresponding approximately 9.9 percent of the Company’s total share capital, in one or more instalments with funds belonging to the Company’s unrestricted equity, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares. The Company’s own series A shares may be acquired for use as consideration in any acquisitions or other arrangements relating to the Company’s business, to finance investments, as part of the Company’s incentive scheme, to develop the Company’s capital structure, to be otherwise further transferred, to be retained by the Company, or to be cancelled.

The shares shall be acquired in a proportion other than that of the shareholders’ current shareholdings in the Company in public trading arranged by Nasdaq Helsinki Ltd at the trading price of the moment of acquisition. The shares shall be acquired and paid according to the rules of Nasdaq Helsinki Ltd and Euroclear Finland Oy. The Board of Directors is authorised to decide on the acquisition of own shares in all other respects.

The authorisation supersedes the authorisation granted by the Annual General Meeting on 24 April 2025 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 2027.

Issuance of shares and special rights entitling to shares

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to resolve on an issue of a maximum total of 2,800,000  new series A shares or series A shares possibly held by the Company, corresponding approximately 9.9 percent of the Company’s total share capital, in one or more instalments, by issuing shares and/or option rights or other special rights entitling to shares, referred to in Chapter 10, Section 1 of the Finnish Companies Act. It is proposed that the authorisation be used for the financing or execution of any acquisitions or other arrangements or investment relating to the Company’s business, for the implementation of the Company’s incentive scheme or for other purposes subject to the Board of Directors’ decision.

The authorisation includes the Board of Directors’ right to decide on any terms and conditions of the share issue and the issue of special rights referred to in Chapter 10, Section 1 of the Finnish Companies Act. The authorisation thus also includes the right to issue shares in a proportion other than that of the shareholders’ current shareholdings in the Company under the conditions provided in law, the right to issue shares against payment or without charge as well as the right to decide on a share issue without payment to the Company itself, subject to the provisions of the Finnish Companies Act on the maximum amount of treasury shares.

The authorisation supersedes the authorisation granted by the Annual General Meeting on 24 April 2025 to the Board of Directors, and is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2027.

Donations

The General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to donate a maximum of EUR 100,000 of the Company’s distributable funds to support activities of colleges, universities, or other educational institutions or to support other charitable or similar purposes and at the same time authorised the Board of Directors to decide on the schedule of the payments and any other terms and conditions relating to the donations.

ATRIA PLC
Kai Gyllström
CEO

DISTRIBUTION
Nasdaq Helsinki Ltd
Major media
www.atria.com