Proposals by the Board of Directors of Nokian Tyres plc to the Annual General Meeting
Nokian Tyres plc Stock Exchange Release 5 February, 2016 at 8:00 a.m.
The Board’s proposals to the Annual General Meeting of 12 April 2016 concern the payment of dividends, the election of the members of Nokian Tyres’ Board of Directors and the auditor and authorizing the Board to decide on the repurchase the company’s own shares.
1. Dividend payment
The Board proposes to the Annual General Meeting that a dividend of EUR 1.50 per share 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 on the record date of 14 April, 2016. The proposed dividend payment date is 28 April, 2016.
2. Members of the Board and the auditor
The Nomination and Remuneration Committee of Nokian Tyres’ Board of Directors proposes to the Annual General Meeting that the Board comprise of seven members and current five members out of six (Hille Korhonen, Tapio Kuula, Raimo Lind, Inka Mero and Petteri Walldén) be re-elected for the one-year term.
New members proposed: Heikki Allonen, President and CEO, Patria Oyj and Veronica Lindholm, Managing Director, Finnkino Oy.
The Board members are independent of the company and of any major shareholders of the company.
Additional information on the current Board members is available in the Investor information section of Nokian Tyres’ website at http://www.nokiantyres.com/company/investors/corporate-governance/board-of-directors/
The Nomination and Remuneration Committee of Nokian Tyres’ Board of Directors proposes that the fees remain the same: The monthly fee paid to the Chairman of the Board would be EUR 6,667 or EUR 80,000 per year, while the monthly fee paid to Members of the Board would be EUR 3,333 or EUR 40,000 per year. In addition, according to the existing practices, 50% of the annual fee be paid in cash and 50% in company shares, such that in the period from April 13 to April 30, 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.
It is also proposed that members of the Board are also granted an attendance fee of EUR 600 per meeting.
The Board of Directors of Nokian Tyres proposes to the Annual General Meeting that KPMG Oy Ab, authorised public accountants, be elected as auditors.
3. The Board asks for the AGM’s authorization to decide on the repurchase
the company’s own shares
The Board proposes that the Annual General Meeting of Shareholders authorize 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 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 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.
It is proposed that the authorization be effective until the next Annual General Meeting of Shareholders, however, at most until 12 October 2017.
5 February, 2016
Nokian Tyres plc
Board of Directors
For further information: Anne Leskelä, Vice President, Finance and Control, tel. +358 10 401 7481
Distribution: Nasdaq Helsinki, media and www.nokiantyres.com
Nokian Tyres is the only tyre manufacturer in the world that focuses on customer needs in northern conditions. The company 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 over 1,400 outlets in 26 countries. In 2015 Nokian Tyres had over 4,200 employees and net sales of approximately 1,4 billion euros. Nokian Tyres’ share is listed on the Nasdaq Helsinki. Further information: www.nokiantyres.com