Board of directors' proposals to the Annual General Meeting to be held on April 6, 2016
Tikkurila Oyj
Stock Exchange Release
February 9, 2016 at 9:05 a.m. (CET+1)
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 26, 2016.
The Annual General Meeting of Tikkurila Oyj will be held on Wednesday April 6, 2016 at 1.00 p.m. in Finlandia Hall, Mannerheimintie 13, Helsinki, Finland. The notice of the Annual General Meeting will be published on March 8, 2016 on Tikkurila Oyj's website and as a stock exchange release. A summary of the notice will be published in Helsingin Sanomat on March 9, 2016.
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, 2015 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 85 percent of the Group's net profit for 2015. The record date for the payment of the dividend will be April 8, 2016 and the proposed payment date is April 15, 2016.
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.
Proposal by the Board of Directors to amend section 3 of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would resolve to remove a statement in the Company's Articles of Association on the election of the Chairman and Vice Chairman among the Board members by the Board of Directors. The purpose of the proposed change is to enable the general meeting to elect the Chairman and Vice Chairman. If the general meeting would not elect the Chairman and/or the Vice Chairman, the Board of Directors could make the election.
Proposal by the Board of Directors to amend the tasks for the Nomination Board
The Board of Directors propose to the Annual General Meeting that the tasks of the Nomination Board, established by Annual General Meeting held on March 28, 2012, would be amended so that the task of the Nomination Board would be to prepare and present a proposal for the election of Chairman, Vice Chairman and other members of the Board of Directors as well as for the remuneration of the said Board members. Currently the Nomination Board prepares the proposal concerning the members and remuneration of the Board of Directors.
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 Company's own shares will be repurchased through public trading, due to which the repurchase will take place in directed manner, i.e. not in proportion to the shareholdings of the shareholders. The shares will be repurchased in public trading on the NASDAQ OMX Helsinki Ltd at the market price quoted at the time of the repurchase. The shares will be repurchased and paid in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.
The consideration payable for the repurchase of the shares shall be based on the market price of the Company's share in public trading. The minimum consideration of the repurchase of the Company's own shares is the lowest market price of the share quoted in public trading during the authorization period and, correspondingly, the maximum price is the highest market price of the share quoted in public trading 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, 2017.
This authorization would cancel the repurchase authorization granted by the Annual General Meeting to the Board of Directors on March 25, 2015.
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, 2017.
This authorization would cancel the share issue authorization granted by the Annual General Meeting to the Board of Directors on March 25, 2015, but not the share issue authorization in the aggregate maximum amount of 440,000 shares related to the implementation of the Company's share-based commitment and incentive program granted by the Annual General Meeting to the Board of Directors on March 28, 2012.
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 16 countries. Our high-quality products and extensive services ensure the best possible user experience in the market. Sustainable beauty since 1862.