Decisions of the Annual General Meeting 2012 of Tikkurila
Tikkurila Oyj
Stock Exchange Release
March 28, 2012 at 3:30 p.m. (CET+1)
The Annual General Meeting of Tikkurila Oyj approved today the Financial
Statements for 2011 and decided to discharge the members of the Board of
Directors and the President and CEO from liability. The Annual General Meeting
re-elected Eeva Ahdekivi, Riitta Mynttinen, Jari Paasikivi, Pia Rudengren and
Petteri Walldén to the Board of Directors and elected Harri Kerminen and Aleksey
Vlasov as new members. The AGM approved all Board proposals. The detailed
proposals are available at www.tikkurilagroup.com.
The Annual General Meeting approved a EUR 0.73 dividend per share for the
financial year 2011. The rest will be retained and carried further in the
company's unrestricted equity. The dividend will be paid to a shareholder who is
registered in the company's shareholder register maintained by Euroclear Finland
Ltd on the dividend record date, April 2, 2012. The dividend will be paid on
April 11, 2012.
The Annual General Meeting decided that the remuneration to the members of the
Board of Directors will be as follows: EUR 57,000 for the Chairman, EUR 37,000
for the Vice Chairman and EUR 31,000 for other members of the Board of
Directors. Approximately 40 percent of the annual remuneration will be paid in
Tikkurila Oyj's shares acquired from the market and the rest in cash. The shares
will be acquired directly on behalf of the Board members within two weeks from
the release of the interim report for January 1-March 31, 2012. Furthermore, a
meeting fee for each meeting of the Board and its Committees (excluding
decisions without a meeting) will be paid to the members of the Board of
Directors as follows: EUR 600 for meetings held in the home state of a member
and EUR 1,200 for meetings held outside the home state of a member. The
remuneration paid for telephone meetings shall be EUR 600. Travel expenses will
be paid according to the travel policy of the company.
The Annual General Meeting decided that the Auditor's fees will be paid against
an invoice approved by the company. KPMG Oy Ab, the current auditor of the
company, was re-elected as the company's auditor until the end of the next
Annual General Meeting, with APA Toni Aaltonen nominated by KPMG as the
principal auditor.
The Annual General Meeting resolved to remove from the Articles of Association
section 3 determining the minimum and maximum number of the company's share
capital and shares. Section 9 was amended in a way that the notice to the
General Meeting will be published on the company's website. In addition to this,
the Board of Directors can decide that the notice to the meeting be published in
a newspaper. A statement was decided to be added to the section whereby the
Chairman of the General Meeting is to resolve the method of voting in case a
matter is to be resolved by vote at the General Meeting.
The Annual General Meeting authorized the Board of Directors to decide upon the
repurchase of a maximum of 4,400,000 company's own shares. 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. The repurchase authorization will be valid
until the end of the next Annual General Meeting, however, no longer than until
June 30, 2013.
The Annual General Meeting authorized the Board of Directors to decide to
transfer company's own shares held by the company or to issue new shares limited
to a maximum of 8,800,000 shares. 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 deviating 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 or to be used for the payment of the annual fees payable
to the members of the Board of Directors. The authorization will be valid until
the end of the next Annual General Meeting, however, no longer than until June
30, 2013.
The Annual General Meeting authorized the Board of Directors to decide to
transfer company's own shares held by the company or to issue new shares in one
or more tranches limited to a maximum of 440,000 shares, deviating from the
shareholders' pre-emptive subscription right, to the company's key persons as
part of the share-based commitment and incentive program published on February
16, 2012. The authorization will be valid for five years from the decision.
The Annual General Meeting decided to establish a Nomination Board consisting of
shareholders or representatives of shareholders to prepare and present annually
a proposal for the next Annual General Meeting concerning the composition and
remuneration of the Board of Directors. Representatives of the three largest
shareholders are elected to the Nomination Board. In addition, the Chairman of
the Board of Directors of the company shall act as an expert member of the
Nomination Board.
The minutes of the Annual General Meeting will be available on Tikkurila's
website as of April 11, 2012, at the latest.
Tikkurila Oyj
Antti Kiuru, Group Vice President, Legal
For further information, please contact:
Tikkurila Oyj
Antti Kiuru, Group Vice President, Legal
Tel. +358 400 686 488, antti.kiuru@tikkurila.com
For 150 years already, Tikkurila has provided consumers and professionals with
user-friendly and sustainable solutions for surface protection and decoration.
Tikkurila wants to be the leading paint company in the Nordic area as well as in
Russia and other selected Eastern European countries. - Tikkurila inspires you
to color your life.
www.tikkurilagroup.com