Decisions of the Annual General Meeting and the Board of Directors of Tikkurila
Tikkurila Oyj
Stock Exchange Release
April 12, 2018 at 1 p.m. (CET+1)
Decisions of the Annual General Meeting and the Board of Directors of Tikkurila
Matters relating to the Annual General Meeting
The Annual General Meeting of Tikkurila Oyj approved today the Financial Statements for 2017 and decided to discharge the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting approved a EUR 0.80 dividend per share for the financial year 2017. The rest will be retained and carried further in the company's unrestricted equity. The dividend will be paid in two tranches. The first tranche of EUR 0.40 per share 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 16, 2018. The dividend will be paid on April 23, 2018. The second tranche EUR 0.40 per share will be paid in November 2018. The second tranche will be paid to a shareholder who is recorded at the record date for the payment of dividend at the Company's shareholder register maintained by Euroclear Finland Oy. The Board of Directors will decide at the meeting scheduled for October 25, 2018 the record date and the payment date for the second tranche. According to the current rules of the Finnish book-entry system the record date would then be October 29, 2018 and the dividend payment date earliest November 5, 2018.
The Annual General Meeting decided that the Board of Directors consists of seven members. Harri Kerminen, Jari Paasikivi, Riitta Mynttinen, Pia Rudengren and Petteri Walldén were re-elected and Catherine Sahlgren and Heikki Westerlund were elected as new members of the Board of Directors until the end of the next Annual General Meeting.
Furthermore, Jari Paasikivi was re-elected as Chairman and Petter Walldén as Vice Chairman of the Board of Directors.
The Annual General Meeting decided that the annual remuneration of the members of the Board of Directors will stay at the current level. The annual remuneration to the members of the Board of Directors will be as follows: EUR 64,000 for the Chairman, EUR 40,000 for the Vice Chairman and the Chairman of the Audit Committee, and EUR 32,000 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 business review for January 1 - March 31, 2018. 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. If a member participates in a meeting via telephone or video connection the remuneration will 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 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.
Authorization to repurchase own shares and to decide on the issuance of shares
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, 2019.
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 4,400,000 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 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. The authorization will be valid until the end of the next Annual General Meeting, however, no longer than until June 30, 2019.
The Annual General Meeting approved the Board of Directors' proposal to amend and update the Charter of the Nomination Board.
The minutes of the Annual General Meeting will be available on Tikkurila's website as of April 26, 2018, at the latest.
Decisions by the Board of Directors
Pia Rudengren was elected as Chairman and Riitta Mynttinen and Heikki Westerlund as members of the Audit Committee.
Jari Paasikivi was re-elected as Chairman and Harri Kerminen and Petteri Walldén as members of the Remuneration Committee.
Tikkurila Oyj
Antti Kiuru, Group Vice President, Legal
For further information, please contact:
Antti Kiuru, Group Vice President, Legal, tel. +358 400 686 488, antti.kiuru@tikkurila.com
Sustainable Nordicness
Tikkurila is a leading Nordic paint company with expertise that spans decades. We develop premium products and services that provide our customers with quality that will stand the test of time and weather. We operate in around ten countries and our 3,000 dedicated professionals share the joy of building a vivid future through surfaces that make a difference. In 2017, our revenue totaled EUR 582 million. The company is listed on Nasdaq Helsinki. Nordic quality from start to finish since 1862.