Articles of association
Business code: 0680006-8
§1 Company name and registered place of business
The name of the company is Nokian Renkaat Oyj; in English, Nokian Tyres plc. Its registered place of business is Nokia.
§2 Line of business of the company
The company operates in the manufacture and sales of tyres and other related business.
§3 Book-entry system
The shares of the company are included in the book-entry system.
§4 Board of Directors
The Company’s administration and proper organization of operations shall be the responsibility of the Board of Directors, consisting of a minimum of four and a maximum of nine members, in accordance with the decision made by the General Meeting of the Shareholders.
The term of office of the members of the Board of Directors ends at the closing of the first Annual General Meeting following the election.
§5 Managing Director
The company has a Managing Director, who is elected by the Board of Directors.
§6 Representing the company
The Managing Director and the Chairman of the Board of Directors, each separately, and two members of the Board of Directors together, shall represent the company.
§7 Holders of procuration
The Board of Directors decides on the granting of procurations.
§8 Auditor
The company shall have one (1) auditor which must be an auditing firm authorized by the Finnish Patent and Registration Office. The auditor’s term of office expires at the end of the first Annual General Meeting following the election.
§9 Notice of GENERAL meeting
The notice of a General Meeting shall be published on the company’s website, no earlier than three months before the record date referred to in the Finnish Limited Liability Companies Act and no later than three weeks before the General Meeting. The notice must, however, be delivered no later than nine days before the record date of the General Meeting.
§10 Meeting VENUE OF AND PARTICIPATION IN THE GENERAL MEETING OF Shareholders
A General Meeting of Shareholders shall be held at the Company’s registered place of business or in either the city of Tampere or Helsinki, as decided by the Board of Directors. The Board of directors may also decide to convene a General Meeting of Shareholders without a physical venue such that the shareholders exercise their full decision-making power in real time using a remote connection and technical means during the General Meeting of Shareholders.
A shareholder wishing to attend the General Meeting of Shareholders must register with the company no later than on the date mentioned in the notice of the meeting, which may be ten days before the meeting at the earliest. The method of voting shall be determined by the Chairman of the General Meeting of Shareholders.
§11 Annual General Meeting
The Annual General Meeting shall be held annually on a day fixed by the Board of Directors, by the end of May.
The Annual General Meeting shall review:
1. the financial statements, which include the consolidated financial statements, and annual report;
2. the auditor’s report;
shall resolve:
3. the adoption of the financial statements;
4. the use of the profit shown on the balance sheet;
5. granting discharge from personal liability to the members of the Board of Directors and the Managing Director;
6. adoption of the remuneration policy, when necessary;
7. adoption of the remuneration report;
8. the remuneration payable to the members of the Board of Directors and the auditor;
9. the number of the members of the Board of Directors;
shall elect:
10. the members of the Board of Directors;
11. an auditor; and
shall deal with:
12. any other matters mentioned in the notice of the meeting.
§12 Final accounts
The company’s accounts are closed by the calendar year.
The Financial Statements and the Report by the Board of Directors, as well as all other documents explaining the company's operations, shall be submitted by the end of March to the Auditor, who shall give an Auditor’s Report to the Board of Directors before the 15th of April.