The board's proposals to the annual general meeting
Nokian Tyres plc Stock Exchange Release 11 Feb. 2005 8.01 a.m.
THE BOARD’S PROPOSALS TO THE ANNUAL GENERAL MEETING
The Board’s proposals to the Annual General Meeting, which will be held on 5 April 2005, concern dividend payment, an amendment to the Articles of Association so that the nominal value of the share will change and thus also the number of shares, and an authorisation for the Board to increase the company’s share capital.
1. The Board’s proposal for the payment of dividend
The Board of Directors will propose at the Annual General Meeting of Shareholders that a dividend of EUR 2,17 per share be paid for the fiscal year ended 31 December 2004.
The dividend will be paid to shareholders who, on the record date, 8 April 2005, have been entered in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd. The payment date for the dividend is proposed to be 19 April 2005.
2. The Board’s proposal for a change in the number of shares
The Board of Directors will propose at the Annual General Meeting that the nominal value of each share will be decreased from EUR 2.00 to EUR 0.20 and also that the number of shares be increased from 10.863.301 shares (including the current 10.852.881 shares and the total of 10.420 new shares subscribed with warrants, already accepted by the Nokian Tyres’ Board of Directors, but not yet registered) at a ratio of 1:10 - that is, to a total of 108.633.010 shares - without increasing the share capital in order to facilitate trading and improve share liquidity. At the same time the section 4 of the Articles of Association be changed to the following: “The nominal value of each share is EUR 0.20.”
The number of shares that can be subscribed with the warrants linked to the option schemes approved by the Annual General Meetings on 28 March 2001 and 5 April 2004 will change in the same ratio as the share capital is increased, so that the total nominal value and the total subscription price of subscribed shares remain unchanged. As a result of the change, each warrant holder is entitled to subscribe ten (10) new shares with one warrant. The new subscription prices for warrants, adjusted for dividend from the year 2004, are as follows:
3. Board’s proposal for an authorisation to increase share capital
The Board of Directors proposes that the Board be authorised to decide upon increasing the share capital on one or more occasions by an issue of new shares and/or convertible bonds. The share capital of the company can be increased by a maximum of EUR 4 million. A maximum of 20,000,000 new shares can be issued, each bearing a nominal value of EUR 0.20.
The Board of Directors may also deviate from the shareholders pre-emptive subscription right, provided there is a compelling financial reason for the company to do so, as referred to in Chapter 4:2a of the Companies Act.
The Board of Directors has the right to decide upon the parties who are entitled to subscribe, as well as the subscription price, terms and conditions of share subscription, and the terms and conditions of convertible bonds.
The validity of the authorisation is one year from the date of the decision by the Annual General Meeting. At the same time, any other effective authorisations to increase the share capital will be nullified.
4. Other matters
In addition to the matters mentioned above, the Annual General Meeting will elect the members for the Nokian Tyres Board of Directors for the next period. The names of the potential members will be announced in the invitation to the Annual General Meeting published in March 2005.
10 February 2005
Board of Directors
Nokian Tyres plc
Vice President, Communications and Investor Relations
Further information: Rami Helminen, Vice President, Finance and Control, tel. +358 3 340 7463.
Distribution: OMX and major media