Nokian Tyres plc Annual General Meeting, decisions
Nokian Tyres plc Stock Exchange Release 12 April 2016, 7.00 p.m.
Nokian Tyres’ Annual General Meeting (AGM) was held today on 12 April, 2016 in Tampere, Finland. The AGM approved the Financial Statements for 2015 and discharged the members of the Board of Directors and the President and CEO from liability for the 2015 financial year.
The AGM resolved on the payment of dividends, the composition of the Board of Directors and their remuneration, the election of the auditor and its remuneration as well as authorised the Board of Directors to decide on the repurchase of the company’s own shares.
The meeting decided that a dividend of EUR 1.50 per share shall be paid for the period ending on 31 December, 2015.
The dividend shall be paid to shareholders included in the shareholder list maintained by Euroclear Finland Ltd on the record date of 14 April 2016. The dividend payment date is 28 April 2016.
Members of the Board of Directors
The meeting decided that the Board of Directors has seven members. Current members Hille Korhonen, Tapio Kuula, Raimo Lind, Inka Mero and Petteri Walldén will continue in the Board of Directors. New members were chosen to the Board: Mr Heikki Allonen and Mrs Veronica Lindholm.
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.
Remuneration of the Members of the Board of Directors unchanged
The meeting decided that the fee paid to the Chairman of the Board is EUR 6,667 per month or EUR 80,000 per year, while that paid to Board members is set at EUR 3,333 per month or EUR 40,000 per year.
50% of the annual fee be paid in cash and 50% in company shares to the effect that in the period from 13 April to 30 April 2016, EUR 40,000 worth of Nokian Tyres plc shares will be purchased at the stock exchange on behalf of the Chairman of the Board and EUR 20,000 worth of shares on behalf of each Board Member.
The company is liable to pay any asset transfer taxes which may arise from the acquisitions of shares.
This means that the final remuneration paid to Board members is tied to the company’s share performance.
For meetings of the Board and its committees a meeting fee will be EUR 600 to every member who attends a meeting. Board Member’s travel expenses will be compensated in accordance with the company's travel policy.
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 3.7 per cent 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 12 October 2017.
The minutes of the Annual General Meeting
The minutes of the AGM will be available as of 26 April, 2016 on the company's website http://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 1,475 outlets in 26 countries. In 2015 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