Nokian Tyres plc: Proposals by the Shareholders' Nomination Board to the 2025 Annual General Meeting

Nokian Tyres plc Stock Exchange Release January 17, 2025 at 12:05 p.m. EET

The Shareholders’ Nomination Board has submitted to the Board of Directors its proposals for the 2025 Annual General Meeting. 

1 Number of members of the Board of Directors

The Shareholders’ Nomination Board proposes that the Board of Directors consists of eight members including the Chair and the Deputy Chair of the Board of Directors.

2 Election of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the following current members of the Board of Directors be re-elected to the Board of Directors for a term ending at the end of the 2026 Annual General Meeting:

• Elina Björklund
• Susanne Hahn
• Jukka Hienonen
• Markus Korsten
• Elisa Markula
• Christopher Ostrander
• Jouko Pölönen

Antti Mäkinen is proposed to be elected as a new member to the Board of Directors. His resume is attached to this release.  

Pekka Vauramo, currently Deputy Chair of the Board of Directors, and Reima Rytsölä, currently a member of the Board of Directors, have informed that they are not available for re-election.

Jukka Hienonen is proposed to be re-elected as the Chair of the Board of Directors and Elina Björklund elected as the Deputy Chair of the Board of Directors.

All candidates have given their consent to be re-elected. They have been assessed to be independent of the company and its major shareholders; however, Antti Mäkinen is deemed independent of Solidium Oy starting from June 1, 2025.  

The Shareholders’ Nomination Board has considered the composition of the Board of Directors in terms of its overall structure, as well as the individual members’ versatile and mutually complementary professional expertise and experience. The Shareholders’ Nomination Board therefore recommends that the Board of Directors be elected as a whole.

3 Remuneration of the members of the Board of Directors

The Shareholders’ Nomination Board proposes that the annual fees payable to the members of the Board of Directors elected by the Annual General Meeting be as follows:

• EUR 115,000 to the Chair of the Board of Directors (2024: EUR 115,000)
• EUR 76,000 to the Deputy Chair of the Board of Directors and the Chairs of the Board Committees (2024: EUR 76,000)
• EUR 53,500 to the members of the Board of Directors (2024: EUR 53,500).

The Shareholders’ Nomination Board further proposes that 60 percent of the annual fee be paid in cash and 40 percent in the company’s shares. The shares will be acquired from the market at a price formed in public trading directly on behalf of the members of the Board of Directors within two weeks from the release of the company’s interim report January 1–March 31, 2025. If the remuneration cannot be delivered at that time due to insider regulation or other justified reason, the company shall deliver the shares later or pay the remuneration fully in cash. 

In addition to the annual fees, it is proposed that the members of the Board of Directors elected by the Annual General Meeting will be paid a meeting fee of EUR 700 for each Board and Board Committee meeting. For members of the Board of Directors resident in Europe, the meeting 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 members of the Board Directors resident outside Europe, the fee for each meeting outside a member’s home country is tripled. If a member of Board of Directors participates in a meeting via telephone or video connection, the remuneration is proposed to be EUR 700. Travel expenses are proposed to be compensated in accordance with the company’s travel policy.

4 Shareholders’ Nomination Board

The 2020 Annual General Meeting decided to establish a Shareholders’ Nomination Board to prepare proposals for the election and remuneration of the members of the Board of Directors to Annual General Meetings.

The Shareholders’ Nomination Board consists of five members. Four members represent the company’s four largest shareholders, and one member is the Chair of the Board of Directors. The composition of Shareholders’ Nomination Board that prepared the proposals to Annual General Meeting 2025 is as follows:  

• Chair, Mr. Petter Söderström (Investment Director, Solidium Oy), appointed by Solidium Oy
• Mr. Mikko Mursula (Deputy CEO, Investments, Ilmarinen Mutual Pension Insurance Company), appointed by Ilmarinen Mutual Pension Insurance Company
• Ms. Marie Karlsson (Chief Investment Officer, Nordic, Finnish and Swedish Equities at Nordea Asset Management), appointed by Nordea funds
• Mr. Timo Sallinen (Director, Head of Listed Securities, Varma Mutual Pension Insurance Company), appointed by Varma Mutual Pension Insurance Company
• Mr. Jukka Hienonen, Chair of the Board of Directors, Nokian Tyres plc

Jukka Hienonen did not take part in the decision-making regarding the remuneration of the Board of Directors nor on the proposal for the Chair of the Board of Directors. 

Further information:
Petter Söderström, Chair of the Shareholders' Nomination Board, tel. +358 400 431 148

Nokian Tyres plc

Päivi Antola SVP, Communications, Investor Relations and Brand

tel. +358 10 401 7327

Investor Relations: ir@nokiantyres.com

Media: media@nokiantyres.com

Nokian Tyres' purpose is to make the world safer by reinventing tires, and how they are made, over and over again - a safer place to drive, work and live now and for generations to come. Inspired by our northern heritage, we develop and manufacture premium tires for passenger cars, trucks and heavy machinery with sustainability at the heart of all our operations. Our Vianor chain provides tire and car services. We are some 3,400 people with net sales of EUR 1.2 billion in 2023, and together we lead the journey to smarter driving for people and for businesses. Nokian Tyres is listed on Nasdaq Helsinki. Further information: company.nokiantyres.com