Tikkurila Board of Directors' proposals to the Annual General Meeting to be held on March 25, 2014
Tikkurila Oyj
Stock Exchange Release
February 10, 2014 at 9:10 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 21, 2014.
The Annual General Meeting of Tikkurila Oyj will be held on Tuesday March
25, 2014 at 1.00 p.m. in Bio Rex of Lasipalatsi, Mannerheimintie 22-24,
Helsinki, Finland. The notice of the Annual General Meeting will be published on
February 27, 2014 on Tikkurila Oyj's website and a summary of the notice will be
published in Helsingin Sanomat on February 28, 2014.
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, 2013 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 70.5 percent of the Group's net profit for 2013. The Board of
Directors proposes that the record date for the payment of the dividend will be
March 28, 2014 and that the dividend will be paid on April 9, 2014.
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.
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, 2015.
This authorization would cancel the repurchase authorization granted by the
Annual General Meeting to the Board of Directors on April 10, 2013.
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 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 existing 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 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. 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 related to share issues.
The authorization would be valid until the end of the next Annual General
Meeting, however, no longer than until June 30, 2015.
This authorization would cancel the share issue authorization granted by the
Annual General Meeting to the Board of Directors on April 10, 2013, 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
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