Notice to the Annual General Meeting of Tikkurila
Tikkurila Oyj Stock Exchange Release March 2, 2015 at 10:00 a.m. (CET+1)
Notice is given to the shareholders of Tikkurila Oyj to the Annual General Meeting to be held on Wednesday 25 March 2015 at 1.00 p.m. in Bio Rex of Lasipalatsi, Mannerheimintie 22-24 (2nd floor, entrance without an elevator), Helsinki, Finland. Participants who need an elevator are asked to use the entrance of Restaurant Lasipalatsi, Mannerheimintie 22-24, Helsinki. The reception of registrants and the distribution of voting tickets will commence at 12.00 noon. A. Matters on the agenda of the Annual General Meeting At the Annual General Meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report for 2014 Review by the President and CEO 7. Adoption of the Financial Statements and the Consolidated Financial Statements 8. 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 be distributed for the year ended on December 31, 2014 and that the rest be retained and carried further in the unrestricted equity. The proposed dividend totals approximately EUR 35.2 million, which corresponds to approximately 73 percent of the Group's net profit for 2014. The Board of Directors proposes that the record date for the payment of the dividend be March 27, 2015 and that the dividend be paid on April 9, 2015. 9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors The Nomination Board proposes to the Annual General Meeting that the annual remuneration of the members of the Board of Directors will be slightly increased. The annual remuneration to the members of the Board of Directors would 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 is proposed to be paid in Tikkurila Oyj's shares acquired from the market and the rest in cash. The shares would be acquired directly on behalf of the Board members within two weeks from the release of the interim report for January 1 - March 31, 2015. Furthermore, a meeting fee for each meeting of the Board and its Committees (excluding decisions without a meeting) would 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 would be EUR 600. Travel expenses would be paid according to the travel policy of the company. 11. Resolution on the number of members of the Board of Directors The Nomination Board proposes to the Annual General Meeting that the number of the members of the Board of Directors to be elected be six (6). 12. Election of members of the Board of Directors The Nomination Board proposes to the Annual General Meeting that the present members of the Board of Directors Eeva Ahdekivi, Harri Kerminen, Jari Paasikivi, Riitta Mynttinen, Pia Rudengren and Petteri Walldén be re-elected as members of the Board of Directors until the end of the next Annual General Meeting. Of the current members, Aleksey Vlasov will not continue as a member of the Board of Directors. The biographical details of the candidates for the Board of Directors are presented at Tikkurila's website www.tikkurilagroup.com/agm. 13. 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. 14. 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. 15. 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, 2016. This authorization would cancel the repurchase authorization granted by the Annual General Meeting to the Board of Directors on March 25, 2014. 16. 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 or settling the payment of the annual fees payable to the members of the Board of Directors. 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, 2016. This authorization would cancel the share issue authorization granted by the Annual General Meeting to the Board of Directors on March 25, 2014, 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. 17. Closing of the meeting B. Documents of the Annual General Meeting This notice, the proposals of the Board of Director and the Nomination Board for the decisions on the matters on the agenda of the Annual General Meeting as well as the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report of Tikkurila Oyj are available on the company's website at www.tikkurilagroup.com/agm as of March 4, 2015 at the latest. The proposals for decisions and the other above-mentioned documents will also be available at the Annual General Meeting. The minutes of the Annual General Meeting will be available on the above-mentioned website as of April 8, 2015 at the latest. C. Instructions for the participants in the meeting 1. The right to participate and registration of the shareholders registered in the shareholders' register Each shareholder who is registered on March 13, 2015 in the shareholders' register of the company held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders' register of the company. A shareholder who is registered in the shareholders' register of the company and who wishes to participate in the Annual General Meeting shall register for the meeting no later than March 20, 2015 at 4.00 p.m. by giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date and time. Such notice can be given: a) on the company's website at www.tikkurilagroup.com/agm; b) by telephone to 020 770 6885, from Monday to Friday at 9.00 a.m. to 4.00 p.m.; or c) by letter to the address Tikkurila Oyj, AGM, P.O. Box 53, FI-01301 Vantaa, Finland. In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative and willingness to receive text messages or emails concerning the Annual General Meeting in which case also an email address is to be notified. The personal data given by the shareholder to Tikkurila Oyj is used only in connection with the Annual General Meeting and with the processing of related registrations. The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation. 2. The right to participate and registration of the holders of nominee registered shares A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd on March 13, 2015. In addition, the right to participate requires that the shareholder, on the basis of such shares, has been temporarily registered in the shareholders' register held by Euroclear Finland Ltd on March, 20 2015 at 10.00 a.m. at the latest. As regards nominee registered shares, this constitutes due registration for the Annual General Meeting. A holder of nominee registered shares is advised to request well in advance necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account operator of the custodian bank has to temporarily register a holder of nominee registered shares who wants to participate in the Annual General Meeting in the shareholders' register of the company at the latest by the time stated above. 3. Proxy representative and powers of attorney A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting. Prospective proxy documents shall be delivered in originals to the address Tikkurila Oyj, AGM, P.O. Box 53, FI-01301 Vantaa, Finland before for registration deadline. 4. Other information Pursuant to Chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting. On the date of this notice to the Annual General Meeting, March 2, 2015, the total number of shares in Tikkurila Oyj is 44,108,252 and each of the shares represents one vote. The Annual General Meeting will be held in Finnish. In Vantaa, March 2, 2015 TIKKURILA OYJ The Board of Directors For further information, please contact: Tikkurila Oy Antti Kiuru, 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. www.tikkurilagroup.com