Proposals by the Board of Directors of Nokian Tyres plc to the Annual General Meeting
Nokian Tyres plc Stock Exchange Release February 2, 2018 at 8:01 a.m.
The Board’s proposals to the Annual General Meeting of April 10, 2018 concern the payment of dividends, the remuneration of the Board, the election of the members of Nokian Tyres’ Board of Directors and the Auditor, authorizing the Board to decide on the repurchase the company’s own shares, and Authorization for a share issue.
1. Dividend payment
The Board proposes to the Annual General Meeting that a dividend of EUR 1.56 per share be paid for the financial period ending on December 31, 2017.
The dividend shall be paid to shareholders included in the shareholder list maintained by Euroclear Finland on the record date of April 12, 2018. The proposed dividend payment date is April 25, 2018.
2. Remuneration
The Personnel and Remuneration Committee of Nokian Tyres’ Board of Directors proposes to the Annual General Meeting the following as regards remuneration: The monthly fee paid to the Chairman of the Board would be EUR 7,500 or EUR 90,000 per year, the monthly fee paid to the Deputy Chairman of the Board and to the Chairman of the Audit Committee would be EUR 5,625 or EUR 67,500 per year, and the monthly fee paid to Members of the Board would be EUR 3,750 or EUR 45,000 per year.
50% of the annual fee is to be paid in cash and 50% in Company shares to the effect that, in the period from April 11 to April 30, 2018, EUR 45,000 worth of shares in Nokian Tyres plc will be purchased at the stock exchange on behalf of the Chairman of the Board, EUR 33,750 worth of shares in Nokian Tyres plc will be purchased at the stock exchange on behalf of the Deputy Chairman of the Board and Chairman of the Audit committee, and EUR 22,500 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 the shares.
Each member of the Board will receive EUR 600 for meetings held in their home country and EUR 1,200 for meetings held outside their home country. If a member participates in a meeting via telephone or video connection, the remuneration would be EUR 600.
Travel expenses are proposed to be compensated in accordance with the company’s travel policy.
3. Members of the Board and the Auditor
The Personnel and Remuneration Committee of Nokian Tyres’ Board of Directors proposes to the Annual General Meeting that the Board comprise of eight members and that all current six members; Heikki Allonen, Raimo Lind, Veronica Lindholm, Inka Mero, George Rietbergen, and Petteri Walldén, be re-elected for the one-year term.
The new proposed members are as follows: Kari Jordan, President and CEO, Metsä Group (until March 31, 2018), and Pekka Vauramo, President & CEO, Finnair Oyj
All Board members are independent of the company and of any major shareholders in the company.
Additional information on the Board members is available in the Investor information section of Nokian Tyres’ website at www.nokiantyres.com/company/investors/corporate-governance/board-of-directors/
The Board of Directors of Nokian Tyres proposes to the Annual General Meeting that KPMG Oy Ab, authorised public accountants, be elected as auditors and that fees be paid according to the auditor’s invoice approved by the Company.
4. 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 to 3.6% of all shares in the Company.
The shares may be repurchased in order to improve the capital structure of the Company, for carrying out acquisitions or other arrangements related to the Company’s business, to be transferred for other purposes, or to be cancelled, 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).
It is proposed that the authorization be effective until the next Annual General Meeting of Shareholders, however at most until June 30, 2019.
5. The Board asks for the AGM’s authorization for a share issue
The Board of Directors proposes that at the Annual General Meeting the Board be authorized 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 18.2% 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 the 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 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 the Company’s own shares shall be recognised under unrestricted equity reserve.
It is proposed that the authorization be effective until the next Annual General Meeting of Shareholders, however at most until June 30, 2019. This authorization will invalidate all other Board authorizations regarding share issues and special rights.
February 2, 2018
Nokian Tyres plc
Board of Directors
Further information: Anne Leskelä, Vice President, Finance & IR, 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 stores in 26 countries. In 2017 Nokian Tyres had approximately 4,600 employees and net sales of approximately 1,6 billion euros. Nokian Tyres’ share is listed on the Nasdaq Helsinki. Further information: www.nokiantyres.com