Nokian Tyres plc Annual General Meeting, decisions
Nokian Tyres plc Stock Exchange Release April 10, 2017, 6.45 p.m.
Nokian Tyres’ Annual General Meeting (AGM) was held today on April 10, 2017 in Tampere, Finland. The AGM approved the Financial Statements for 2016 and discharged the members of the Board of Directors and the President and CEO from liability for the 2016 financial year.
The AGM resolved on the payment of dividends, the Change to Articles of Association, the composition of the Board of Directors and their remuneration, the election of the auditor and its remuneration, authorised the Board of Directors to decide on the repurchase of the company’s own shares as well as authorised the Board of Directors to decide for a share issue.
The meeting decided that a dividend of EUR 1.53 per share shall be paid for the period ending on December 31, 2016.
The dividend payment date is April 27, 2017 and the dividend shall be paid to shareholders included in the shareholder list maintained by Euroclear Finland Ltd on the record date of April 12, 2017.
Change to Articles of Association
The meeting confirmed new proposed wording of Article 4: The Company’s administration and proper organization of operations shall be the responsibility of the Board of Directors, consisting of a minimum of four and a maximum of eight members, in accordance with the decision made by the General Meeting of the Shareholders. The term of office of the members of the Board of Directors ends at the closing of the first Annual General Meeting following the election. The Board of Directors shall elect a Chairman and a Deputy Chairman from among its members until the closing of the next Annual General Meeting.
Remuneration of the members of the Board of Directors
The meeting decided that the monthly fee paid to the Chairman of the Board would be EUR 6,667 or EUR 80,000 per year, the monthly fee paid to the Deputy Chairman of the Board and to the Chairman of the Audit Committee would be EUR 5,000 or EUR 60,000 per year, and the monthly fee paid to Members of the Board would be EUR 3,333 or EUR 40,000 per year.
50% of the annual fee to be paid in cash and 50% in Company shares to the effect that in the period from April 11 to April 30, 2017, EUR 40,000 worth of Nokian Tyres plc shares will be purchased at the stock exchange on behalf of the Chairman of the Board, EUR 30,000 worth of Nokian Tyres plc shares will be purchased at the stock exchange on behalf of the Deputy Chairman of the Board and Chairman of the Audit committee, and EUR 20,000 worth of shares will be purchased on behalf of each Board Member.
The company is liable to pay any asset transfer tax which may arise from the acquisition of shares.
Each member of the Board will receive a meeting fee of EUR 600 per attended meeting. If a Board member’s habitual residence is outside Finland, the meeting fee is EUR 1,200 per attended meeting. Travel expenses to be compensated in accordance with the company’s travel policy.
Members of the Board of Directors
The meeting decided that the Board of Directors has seven members. Current members Heikki Allonen, Tapio Kuula, Raimo Lind, Veronica Lindholm, Inka Mero and Petteri Walldén will continue in the Board of Directors. New member was chosen to the Board: Mr. George Rietbergen.
All members are non-executive members independent of the Company and its major shareholders.
The term of office of the members of the Board of Directors expires at the end of the next Annual General Meeting.
Election of the auditor and their remuneration
Authorised public accountants KPMG Oy Ab continue as company’s auditor for a term expiring at the end of the next Annual General Meeting. The responsible auditor will be Lasse Holopainen, APA.
Auditors' fees shall be paid according to auditor’s invoices approved by Nokian Tyres.
Authorizing the Board to decide on the repurchase the company’s own shares
The AGM of Shareholders authorized the Board of Directors to resolve to repurchase a maximum of 5,000,000 shares in the Company by using funds in the unrestricted shareholders’ equity. The proposed number of shares corresponds to 3.7% of all shares of the Company.
The shares may be repurchased in order to improve the capital structure of the Company, to carry out acquisitions or other arrangements related to the Company’s business, to be transferred for other purposes, or to be cancelled, for the Company’s incentive plans or, if according to the Board of Directors’ comprehension, it is the interest of shareholders.
The price paid for the shares repurchased under the authorization shall be based on the market price of the Company’s share in public trading. The minimum price to be paid would be the lowest market price of the share quoted in public trading during the authorization period and the maximum price the highest market price quoted during the authorization period.
Company’s own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorization will be effective until the next Annual General Meeting of Shareholders, however, at most until October 10, 2018.
Authorizing the Board to decide for a share issue
The AGM of Shareholders authorized the Board of Directors to make a decision to offer no more than 25,000,000 shares through a share issue, or by granting special rights under chapter 10 section 1 of the Finnish Limited Liability Companies Act that entitle to shares (including convertible bonds), on one or more occasions.
The Board may decide to issue new shares or shares held by the company. The maximum number of shares included in the proposed authorization accounts for approximately 18.4% of the company’s shares. The authorization includes the right to issue shares or special rights through private offering, in other words to deviate from the shareholders’ pre-emptive right subject to provisions of the law.
Under the authorization, the Board of Directors will be entitled to decide on the terms and conditions of a share issue, or the granting of special rights under chapter 10, section 1 of the Finnish Companies Act, including the recipients of shares or special rights entitling to shares, and the compensation to be paid. It is proposed that this authorization be exercised for purposes determined by the Board of Directors. The subscription price of new shares shall be recognized under unrestricted equity reserve. The consideration payable for Company’s own shares shall be recognised under unrestricted equity reserve.
The authorization will be effective for two years from the decision made at the Annual General Meeting. This authorization will invalidate all other Board authorizations regarding share issues and convertible bonds.
The minutes of the Annual General Meeting
The minutes of the AGM will be available as of April 24, 2017 on the company's website https://www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/
Nokian Tyres plc
Vice President, Marketing and Communications
Further information: Anne Leskelä, Vice President, CFO, tel. +358 10 401 7481
Distribution: Nasdaq Helsinki, media and www.nokiantyres.com
Nokian Tyres is the world’s northernmost tyre manufacturer. The company promotes and facilitates safe driving in demanding conditions. It supplies innovative tyres for cars, trucks and special heavy machinery mainly in areas with special challenges on tyre performance: snow, forests and harsh driving conditions in different seasons. Nokian Tyres’ product development is consistently aiming for sustainable solutions for safety and the environment, taking into account the whole life cycle of the tyre. A part of the Nokian Tyres group, the tyre chain Vianor has approximately 1,500 outlets in 27 countries. In 2016 Nokian Tyres had approximately 4,400 employees and net sales of approximately 1,4 billion euros. Nokian Tyres’ share is listed on the Nasdaq Helsinki. Further information: www.nokiantyres.com