Decisions of the Annual General Meeting of Nokian Tyres plc
Nokian Tyres plc Stock Exchange Release March 30, 2021 at 4:30 p.m.
Nokian Tyres plc’s (“Nokian Tyres” or the “Company”) Annual General Meeting (the “General Meeting”) was held through exceptional procedures on March 30, 2021 in Helsinki, Finland in accordance with the temporary legislative act to limit the spread of the Covid-19 pandemic (677/2020), which entered into force on October 3, 2020. The General Meeting adopted the financial statements for 2020, discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2020 and adopted the Company’s Renumeration Report for governing bodies.
The General Meeting also decided on the payment of dividend, the composition of the Board of Directors and their remuneration, the election of the auditor and its remuneration, authorized the Board of Directors to decide on the repurchase of the Company’s own shares as well as authorized the Board of Directors to decide on the issuance of shares and special rights entitling to shares.
Dividend
The General Meeting decided that a dividend of EUR 1.20 per share shall be paid from the financial year January 1–December 31, 2020. The dividend will be paid in two instalments as follows: the first instalment of EUR 0.60 per share shall be paid on April 15, 2021 to shareholders who are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the dividend record date on April 1, 2021, and the second instalment of EUR 0.60 per share shall be paid in December 2021 to shareholders who are registered in the Company’s shareholders’ register maintained by Euroclear Finland Oy on the dividend record date, which, together with the payment date, will be decided by the Board of Directors in its meeting scheduled for November 2, 2021. The dividend record date for the second instalment would be November 4, 2021 and the dividend payment date December 9, 2021 at the latest. The Company will announce the decision by the Board of Directors on the record date and payment date of the second instalment separately.
Remuneration for members of the Board of Directors
The General Meeting decided that the members of the Board of Directors be paid the following remuneration: to the Chairman of the Board of Directors EUR 102,500 per year; to the Deputy Chairman and to the Chairman of the Audit Committee EUR 72,500 per year each, and to members EUR 50,000 per year each. 60 per cent of the annual fee will be paid in cash and 40 per cent in Company shares.
Furthermore, the General Meeting decided on a meeting fee of EUR 700 for each Board and Board Committee meeting. For Board members resident in Europe, the fee for each meeting in Europe outside a member’s home country is doubled, and for each meeting outside Europe the fee is tripled. For Board members resident outside Europe, the fee for each meeting outside a member’s home country is tripled. If a member participates in a meeting via telephone or video connection, the remuneration is EUR 700. Travel expenses will be compensated in accordance with the Company’s travel policy.
Members of the Board of Directors
The General Meeting decided that the number of the members of the Board of Directors shall be nine (9).
Jukka Hienonen, Heikki Allonen, Raimo Lind, Inka Mero, George Rietbergen, Pekka Vauramo and Veronica Lindholm were re-elected as members of the Board of Directors and Christopher Ostrander and Jouko Pölönen were elected as new members of the Board of Directors for a term ending at the closing of the Annual General Meeting 2022.
Jukka Hienonen was elected as the Chairman and Pekka Vauramo as Deputy Chairman of the Board of Directors.
All members of the Board are independent of the Company and its major shareholders.
Election of the auditor and its remuneration
The General Meeting decided to elect authorised public accountant firm Ernst & Young Oy as the Company’s auditor for a term ending at the closing of the Annual General Meeting 2022. Ernst & Young Oy has notified that Mikko Järventausta, APA, will act as the principally responsible auditor.
The General Meeting decided that the auditor's fees shall be paid according to the auditor’s reasonable invoice approved by the Company.
Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The General Meeting authorized the Board of Directors to resolve to repurchase a maximum of 13,800,000 shares in the Company by using funds in the unrestricted shareholders’ equity. The proposed number of shares corresponds to approximately 9.9 per cent of all shares in 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, to be used in the Company’s incentive plans or if, according to the Board of Directors’ understanding, it is in the interest of the 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.
The 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, however at most until June 30, 2022.
The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on April 2, 2020.
Authorizing the Board of Directors to decide on the issuance of shares and special rights entitling to shares
The General Meeting authorized the Board of Directors to resolve to offer no more than 13,800,000 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 9.9 per cent of all shares in the Company.
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 Limited Liability Companies Act, including the recipients of shares or special rights entitling to shares, and the compensation to be paid. It was decided that the 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 the Company’s own shares shall be recognized under unrestricted equity reserve.
The authorization will be effective until the next Annual General Meeting, however at most until June 30, 2022.
The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on April 2, 2020.
The minutes of the General Meeting
The minutes of the General Meeting will be available at the latest from April 13, 2021 onwards on the Company's website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/
Nokian Tyres plc
Päivi Antola
SVP, Corporate Communications and Investor Relations
Investor relations:
yhtiokokous@nokiantyres.com, tel. +358 10 401 7581
Media enquiries:
yhtiokokous@nokiantyres.com, tel. +358 10 401 7912
Distribution: Nasdaq Helsinki, media and www.nokiantyres.com
Nokian Tyres develops and manufactures premium tires for people who value safety and sustainability. Inspired by our Scandinavian heritage, we craft innovative products for passenger cars, trucks and heavy machinery that give you peace of mind in all driving conditions. Our Vianor chain provides tire and car services. In 2020, the company’s net sales were EUR 1.3 billion and it employed some 4,600 people. Nokian Tyres is listed on Nasdaq Helsinki. Further information: www.nokiantyres.com