Board of Directors' proposals to the Annual General Meeting to be held on April 4, 2017
Tikkurila Oyj
Stock Exchange Release
February 9, 2017 at 9:05 a.m. (CET+1)
Board of Directors' proposals to the Annual General Meeting to be held on April 4, 2017
The proposals of the Nomination Board of Tikkurila Oyj to the Annual General Meeting concerning the number, election and remuneration of the members of the Board of Directors have been published on January 25, 2017.
The Annual General Meeting of Tikkurila Oyj will be held on Wednesday April 4, 2017 at 10.00 a.m. in Finlandia Hall, Mannerheimintie 13, Helsinki, Finland. The notice of the Annual General Meeting will be published on March 1, 2017 on Tikkurila Oyj's website and as a stock exchange release. A summary of the notice will be published in Helsingin Sanomat on March 2, 2017.
Resolution on the use of the profit shown on the balance sheet and the payment of dividend.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0,80 per share will be paid for the year ended on December 31, 2016 and that the rest be retained and carried further in the Company's unrestricted equity. The proposed dividend totals approximately EUR 35,3 million, which corresponds to approximately 79% percent of the Group's net profit for 2016. The record date for the payment of the dividend will be April 6, 2017 and the proposed payment date is April 13, 2017.
Resolution on the remuneration of the Auditor
The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that the Auditor's fees be paid against an invoice approved by the Company.
Election of the Auditor
The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that KPMG Oy Ab be elected as the Company's auditor for the term that ends at the conclusion of the Annual General Meeting following the appointment. KPMG Oy Ab has informed that APA Toni Aaltonen will act as the principal auditor.
Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide upon the repurchase of a maximum of 4,400,000 Company's own shares with assets pertaining to the company's unrestricted equity in one or more tranches. The proposed maximum amount of the authorization corresponds to approximately 10 percent of all the shares in the Company.
The authorization for repurchases of Company's own shares is proposed to be carried out at the market price of the share on Nasdaq Helsinki Ltd or in other marketplace the rules of which allow companies to trade with their own shares. The authorization entitles the Board of Directors to repurchase the shares in another proportion than that of the shares held by the current shareholders (directed repurchase). In repurchasing of the Company's own shares, the Company may enter into derivative, stock lending or other arrangements customary in capital market practice within the limits set by law and other regulations. In repurchases, the Company will follow the rules and guidelines regarding, among other factors, the determination of the repurchase price, settlement and disclosure of trades, of the marketplace in which the repurchase is carried out.
The consideration payable for the repurchase of the shares shall be based on the market price of the Company's share on the securities market. The minimum consideration of the repurchase of the Company's own shares is the lowest market price of the share quoted during the authorization period and, correspondingly, the maximum price is the highest market price of the share quoted during the authorization period.
The shares may be repurchased to be used for financing or implementing possible mergers and acquisitions, developing the Company's equity structure, improving the liquidity of the Company's shares or to be used for the payment of the annual fees payable to the members of the Board of Directors or for implementing the share-based incentive programs of the Company. For the aforementioned purposes, the Company may retain, transfer further or cancel the shares. The Board of Directors would decide upon other terms related to repurchase of shares.
The repurchase authorization would be valid until the end of the next Annual General Meeting, however, no longer than until June 30, 2018.
This authorization would cancel the repurchase authorization granted by the Annual General Meeting to the Board of Directors on April 6, 2016.
Authorizing the Board of Directors to decide on the issuance of shares
The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide to transfer the Company's own shares held by the Company or to issue new shares in one or more tranches limited to a maximum of 4,400,000 shares. The proposed maximum aggregate amount of the authorization corresponds to approximately 10 percent of all the shares in the Company.
The Company's own shares held by the Company may be transferred and the new shares may be issued either against payment or without payment. The new shares may be issued and the Company's own shares held by the Company may be transferred to the Company's shareholders in proportion to their current shareholdings in the Company or in deviation from the shareholders' pre-emptive right through a directed share issue, if the Company has a weighty financial reason to do so, such as financing or implementing mergers and acquisitions, developing the Company's equity structure, improving the liquidity of the Company's shares, settling the payment of the annual fees payable to the members of the Board of Directors or implementing the share-based incentive programs of the company. Upon the issuance of the new shares, the subscription price of the new shares shall be recorded to the invested unrestricted equity reserves. In case of a transfer of the Company's own shares, the price payable for the shares shall be recorded to the invested unrestricted equity reserves.
The Board of Directors would decide upon other terms and conditions related to the share issues. The authorization would be valid until the end of the next Annual General Meeting, however, no longer than until June 30, 2018.
This authorization would cancel the share issue authorization granted by the Annual General Meeting to the Board of Directors on April 6, 2016.
Tikkurila Oyj
Erkki Järvinen, President and CEO
For further information, please contact:
Antti Kiuru, Tikkurila Oyj, Group Vice President, Legal, mobile +358 400 686 488, antti.kiuru@tikkurila.com
Tikkurila is the leading paints and coatings professional in the Nordic region and Russia. With our roots in Finland, we now operate in 14 countries. Our high-quality products and extensive services ensure the best possible user experience in the market. Sustainable beauty since 1862.