Taking environmental responsibility into consideration at all operational levels.
FLAGGING NOTIFICATIONS
Atria Plc did not receive any flagging notifications in 2014. ATRIA PLC’S SHARE CAPITAL
The breakdown of the parent company’s share capital is as follows: • Series A shares (1 vote/share) 19,063,747
• Series KII shares (10 votes/share) 9,203,981
Series A shares have preference for a dividend of EUR 0.17, after which Series KII shares are paid a dividend of up to EUR 0.17. If dividend funds remain after this, Series A and Series KII shares entitle their holders to an equal right to a dividend.
Atria’s Articles of Association include a pre-emptive purchase clause concerning KII shares. If Series KII shares are transferred to a party outside the company or to a shareholder within the company who has not previously owned Series KII shares, the proposed recipient of the shares must inform the Board of Directors without delay, and Series KII shareholders have the right to pre-emptively purchase the shares under certain conditions. In addition, the acquisition of Series KII shares by means of transfer requires approval by the company. Series A shares have no such limitations.
Information on shareholding distribution, shareholders and management holdings can be found under the heading ”Shares and shareholders”.
VALID AUTHORISATIONS TO PURCHASE OR ISSUE SHARES AND TO GRANT SPECIAL RIGHTS
The General Meeting decided to authorise 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 market 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 was authorised to decide on the acquisition of the company’s own shares in all other respects.
Financial Statements 2014
43CONTENTS
Frontpage Key indicators Atria Plc
Interview with the CEO Atria’s value creation Strategy Review of operations Atria Finland Atria Scandinavia Atria Russia Atria Baltic
Product development and marketing Corporate responsibility
Financial statements and annual report Notice of the Annual General Meeting
Report by the Board of Directors Shareholders and shares Atria Group key indicators Atria Group IFRS financial statements 2014
Notes to the consolidated financial statements Parent company financial statements (FAS)
Notes to the parent company financial statements (FAS) Signatures
Auditors’ report
Corporate Governance Statement Information for investors
Contact details
REPORT BY THE BOARD OF DIRECTORS 1 JAN–31 DEC 2014
43
decide on the acquisition of the company’s own shares and is valid until the closing of the next Annual General Meeting or until 30 June 2015, whichever is first.
The General Meeting decided to authorise 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 the disposal of any Series A shares held by the company through a share issue and/or by granting option rights or other special rights entitling people to shares as referred to in Chapter 10, section 1 of the Limited Liability Companies Act. The authorisation may be exercised to finance or execute any acquisitions, 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 supersedes the share issue authorisation granted by the Annual General Meeting on 26 April 2013 to the Board of Directors and is valid until the closing of the next Annual General Meeting or until 30 June 2015, whichever is first.
BOARD OF DIRECTORS’ PROPOSAL FOR PROFIT DISTRIBUTION
The parent company’s unrestricted equity on 31 December 2014 comprises the invested unrestricted equity fund of EUR
110,227,500.00, treasury share fund of EUR -1,277,443.82 and retained earnings of EUR 70,047,213.18, of which profit for the period totals EUR 11,547,112.64.
The Board of Directors proposes to the General Meeting that distributable profits be used as follows: • A dividend of EUR 0.40/share be paid, totalling EUR 11,262,566.40
• To be retained as equity, EUR 167,734,702.96
178,997,269.36
No significant changes have occurred in the company’s financial position since the end of the accounting period. The company’s liquidity is good and, according to the Board of Directors, the proposed dividend does not compromise the company’s solvency.
Financial Statements 2014
44CONTENTS
Frontpage Key indicators Atria Plc
Interview with the CEO Atria’s value creation Strategy Review of operations Atria Finland Atria Scandinavia Atria Russia Atria Baltic
Product development and marketing Corporate responsibility
Financial statements and annual report Notice of the Annual General Meeting
Report by the Board of Directors Shareholders and shares Atria Group key indicators Atria Group IFRS financial statements 2014
Notes to the consolidated financial statements Parent company financial statements (FAS)
Notes to the parent company financial statements (FAS) Signatures
Auditors’ report
Corporate Governance Statement Information for investors
Contact details
ATRIA PLC’S SHAREHOLDERS AND SHARES
BREAKDOWN OF SHARE OWNERSHIP
Shareholders by number of shares owned, 31 Dec 2014
Number of shares Shareholders Shares
Number % 1,000 shares % 1–100 4,946 40.56 250 0.89 101–1,000 6,012 49.31 2,265 8.01 1,001–10,000 1,142 9.37 2,850 10.08 10,001–100,000 77 0.63 1,980 7.01 100,001–500,000 10 0.08 2,028 7.17 500,001–1,000,000 4 0.03 2,585 9.14 1,000,001– 2 0.02 16,311 57.70 Total 12,193 100.00 28,268 100.00
Shareholders by business sector, 31 Dec 2014
Business sector Shareholders Shares
Number % 1,000 shares %
Companies 498 4.08 18,348 64.91
Financial and insurance institutions 37 0.30 1,275 4.51
Public corporations 11 0.09 1,226 4.34 Non-profit organisations 92 0.76 432 1.53 Households 11,528 94.55 6,058 21.43 Foreign owners 27 0.22 17 0.06 Total 12,193 100.00 27,357 96.78 Nominee-registered, total 9 911 3.22 INFORMATION ON SHAREHOLDERS
Major shareholders, 31 Dec 2014
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 805,062 805,062 2.85
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 413,636 413,636 1.46
Kuisla Reima 348,486 348,486 1.23
Sijoitusrahasto Taalerintehdas Arvo Markka Osake 180,000 180,000 0.64
Norvestia Oyj 135,672 135,672 0.48
Elo Mutual Pension Insurance Company 126,289 126,289 0.45
Major shareholders by voting rights, 31 Dec 2014
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 805,062 805,062 0.72
Varma Mutual Pension Insurance Company 524,640 524,640 0.47
Veritas Pension Insurance Company 413,636 413,636 0.37
Kuisla Reima 348,486 348,486 0.31
Sijoitusrahasto Taalerintehdas Arvo Markka Osake 180,000 180,000 0.16
Norvestia Oyj 135,672 135,672 0.12
Financial Statements 2014
45CONTENTS
Frontpage Key indicators Atria Plc
Interview with the CEO Atria’s value creation Strategy Review of operations Atria Finland Atria Scandinavia Atria Russia Atria Baltic
Product development and marketing Corporate responsibility
Financial statements and annual report Notice of the Annual General Meeting
Report by the Board of Directors Shareholders and shares Atria Group key indicators Atria Group IFRS financial statements 2014
Notes to the consolidated financial statements Parent company financial statements (FAS)
Notes to the parent company financial statements (FAS) Signatures
Auditors’ report
Corporate Governance Statement Information for investors
Contact details
MANAGEMENT’S SHAREHOLDING
Holdings by the members of the Board of Directors and the Supervisory Board, the CEO and Deputy CEO, and members of the Group Management Team amounted to 70,398 Series A shares on 31 December 2014, representing 0.25% of the shares and 0.06% of the voting rights conferred by them.
MONTHLY TRADING VOLUME OF SERIES A SHARES IN 2014
Month Trading, EUR Trading, qty Monthly low Monthly high
January 1,349,675 168,343 7.74 8.16 February 2,536,125 299,311 7.75 8.89 March 2,878,785 340,909 7.98 8.78 April 3,560,065 473,828 6.92 8.50 May 1,469,931 206,404 6.99 7.31 June 1,029,417 142,624 7.07 7.40 July 1,134,442 155,993 7.06 7.67 August 1,185,844 170,918 6.55 7.24 September 1,084,221 153,429 6.90 7.18 October 1,676,162 247,473 6.43 7.18 November 1,620,669 226,268 6.76 7.40 December 3,108,553 449,495 6.57 7.40 Total 22,633,889 3,034,995
CHANGE IN THE SERIES A SHARE PRICE 2010–2014 (AVERAGE PRICE)
EUR 14 13 12 11 10 9 8 7 6 5 4 3 12 /14 9/14 6/14 3/14 12 /13 9/1 3 6/13 3/13 12 /12 9/12 6/12 3/12 12 /11 9/11 6/11 3/11 12 /10 9/ 10 6/10 3/10
Financial Statements 2014
46CONTENTS
Frontpage Key indicators Atria Plc
Interview with the CEO Atria’s value creation Strategy Review of operations Atria Finland Atria Scandinavia Atria Russia Atria Baltic
Product development and marketing Corporate responsibility
Financial statements and annual report Notice of the Annual General Meeting
Report by the Board of Directors Shareholders and shares Atria Group key indicators Atria Group IFRS financial statements 2014
Notes to the consolidated financial statements Parent company financial statements (FAS)
Notes to the parent company financial statements (FAS) Signatures
Auditors’ report
Corporate Governance Statement Information for investors
Contact details
FINANCIAL INDICATORS
FINANCIAL INDICATORS
EUR million 31 Dec 14 31 Dec 13 31 Dec 12 31 Dec 11 31 Dec 10
Net sales 1,426.1 1,411.0 1,343.6 1,301.9 1,300.9
EBIT 40.6 19.7 30.2 8.0 9.8
% of net sales 2.8 1.4 2.2 0.6 0.8
Financial income and expenses -12.7 -15.2 -14.7 -14.1 -11.1
% of net sales -0.9 -1.1 -1.1 -1.1 -0.9
Profit before taxes 34.0 6.9 18.9 -4.7 0.3
% of net sales 2.4 0.5 1.4 -0.4 0.0
Return on equity (ROE), % 6.6 -1.0 2.4 -1.5 -1.0
Return on investment (ROI), % 8.3 3.7 4.7 1.7 1.9
Equity ratio, % 44.0 42.2 41.5 39.5 40.2
Interest-bearing liabilities 254.1 334.7 370.5 409.4 429.9
Gearing, % 62.6 81.3 85.9 97.1 96.4
Net gearing, % 61.8 74.3 84.3 95.5 92.2
Gross investments in property, plant and equipment 62.7 41.1 56.2 47.0 46.2
% of net sales 4.4 2.9 4.2 3.6 3.5
Average number of personnel 4,715 4,669 4,898 5,467 5,812
Research and development costs 13.9 11.8 12.0 11.9 10.3
% of net sales* 1.0 0.8 0.9 0.9 0.8
Order stock** - - - - -
* 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 INDICATORS PER SHARE
EUR million 31 Dec 14 31 Dec 13 31 Dec 12 31 Dec 11 31 Dec 10
Earnings per share (EPS), EUR 0.93 -0.15 0.35 -0.24 -0.18
Equity/share, EUR 14.22 14.45 15.15 14.81 15.68
Dividend/share, EUR* 0.40 0.22 0.22 0.20 0.25
Dividend/profit, %* 43.0 -142.8 63.1 -84.5 -138.9
Effective dividend yield* 6.0 2.8 3.5 3.4 2.8
Price/earnings (P/E) 7.1 -50.2 17.9 -25.1 -50.0
Market capitalisation 187.1 218.5 177.0 168.2 254.4
Market capitalisation, series A 126.2 147.4 119.3 113.4 171.6
Share turnover/1,000 shares, series A 3,035 3,223 3,460 5,094 9,702
Share turnover %, series A 15.9 16.9 18.1 26.7 50.9
Total number of shares, million 28.3 28.3 28.3 28.3 28.3
Number of shares, series A 19.1 19.1 19.1 19.1 19.1
Number of shares, series KII 9.2 9.2 9.2 9.2 9.2
Average share issue-adjusted number of shares 28.3 28.3 28.3 28.3 28.3 Average share issue-adjusted number of shares on 31 Dec 28.3 28.3 28.3 28.3 28.3
* The Board of Directors’ proposal from year 2014 for the Annual General Meeting to be held on 28 April 2015
Share price development, series A (EUR)
Lowest of the period 6.43 6.01 4.76 4.99 8.74
Highest of the period 8.89 8.39 7.08 9.15 13.48
At end of the period 6.62 7.73 6.26 5.95 9.00
Financial Statements 2014
47CONTENTS
Frontpage Key indicators Atria Plc
Interview with the CEO Atria’s value creation Strategy Review of operations Atria Finland Atria Scandinavia Atria Russia Atria Baltic
Product development and marketing Corporate responsibility
Financial statements and annual report Notice of the Annual General Meeting
Report by the Board of Directors Shareholders and shares Atria Group key indicators Atria Group IFRS financial statements 2014
Notes to the consolidated financial statements Parent company financial statements (FAS)
Notes to the parent company financial statements (FAS) Signatures
Auditors’ report
Corporate Governance Statement Information for investors
Contact details
FINANCIAL INDICATORS
CALCULATION OF KEY FINANCIAL INDICATORS
Calculation of indicators:
Return on equity (%) = Profit/loss for the accounting periodAverage equity * 100
Return on investment (%) = Profit/loss before tax + interest and other financial expensesEquity + interest-bearing financial liabilities (average) * 100
Equity ratio (%) = Equity * 100
Balance sheet total - advance payments received
Gearing (%) = Interest-bearing financial liabilitiesEquity * 100
Net gearing (%) = Interest-bearing financial liabilities - cash and cash equivalentsEquity * 100
Earnings per share (basic) = Profit for the accounting period attributable to the owners of the parent company Weighted average of outstanding shares
Equity/share = Equity attributable to the owners of the parent company Undiluted number of shares on 31 Dec
Dividend per share = Dividend distribution during the accounting period Undiluted number of shares on 31 Dec
Dividend/profit (%) = Earnings per share (EPS)Dividend/share * 100
Effective dividend yield (%) = Closing price at the end of the accounting periodDividend/share * 100
Price/earnings (P/E) = Closing price at the end of the accounting period Earnings per share
Average price = Overall share turnover in euro
Undiluted average number of shares traded during the accounting period Market
capitalisation =
Number of shares at the end of the accounting period * closing price on 31 Dec