Decisions of the Annual General Meeting of Tikkurila
Tikkurila Oyj
Stock Exchange Release
March 31, 2011 at 2.45 pm (CET+1)
The Annual General Meeting of Tikkurila Oyj approved the Board proposal of a EUR
0.70 dividend per share for the financial year 2010. The Annual General Meeting
re-elected Eeva Ahdekivi, Jari Paasikivi, Pia Rudengren and Petteri Walldén to
the Board of Directors and elected Riitta Mynttinen as a new member. The AGM
approved all Board proposals. The detailed proposals are available at
www.tikkurilagroup.com
Dividend payment
The dividend of EUR 0.70 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 5, 2011. The dividend will be paid on
April 12, 2011.
Remuneration of the Chairman, the Vice Chairman and the members of the Board of
Directors
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. 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, 2011.
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 to members residing in Finland, EUR 1,200 to
members residing in rest of Europe and EUR 2,400 to members residing outside
Europe. The remuneration paid for telephone meetings will be EUR 600. Travel
expenses will be paid according to the travel policy of the Company.
Election and remuneration of the auditor
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 APA Pekka Pajamo acting as the
principal auditor.
Authorization to decide on the repurchase of the Company's own shares
The Annual General Meeting authorized the Board of Directors to decide upon
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.
Authorization to decide on share issues
The Annual General Meeting authorized the Board of Directors to decide to
transfer a maximum of 4,400,000 Company's own shares held by the Company and to
issue a maximum of 4,400,000 new 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, to be used for 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. A directed share issue may be carried out without
payment only in connection with 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.
Establishment of the Nomination Board
The Annual General Meeting decided to establish a Nomination Board consisting of
shareholders or representatives of shareholders to prepare and present a
proposal for the next Annual General Meeting concerning the composition and
remuneration of the Board of Directors. The Nomination Board will be convened so
that each of the Company's three largest shareholders registered on August
31, 2011 as shareholders in the shareholders' register maintained by Euroclear
Finland Ltd and having the most voting rights be requested to appoint one member
to the Nomination Board. In addition, the Chairman of the Board of Directors of
Tikkurila will act as an expert member of the Nomination Board.
Other decisions and the minutes of the meeting
The Annual General Meeting approved the Annual Accounts for 2010 and decided to
discharge the members of the Board of Directors and the President and CEO from
liability.
The Annual General Meeting authorized the Board of Directors to donate a maximum
amount of EUR 150,000 to the Aalto University Foundation to be used for the
Aalto University Foundation's basic capital.
The minutes of the Annual General Meeting will be available on Tikkurila's
website as from April 14, 2011, at the latest.
Tikkurila Oyj
Susanna Aaltonen
For further information, please contact:
Tikkurila Oyj
Susanna Aaltonen, Group Vice President, Communications & IR
Mobile +358 40 593 4221,susanna.aaltonen@tikkurila.com
Tikkurila provides consumers, professionals and the industry with user-friendly
and environmentally sustainable solutions for protection and decoration.
Tikkurila is a strong regional player that aims to be the leading paint company
in the Nordic area and Eastern Europe including Russia. - Tikkurila inspires you
to color your life.
www.tikkurila.com