Nokian Tyres plc Annual General Meeting call
Nokian Tyres plc Stock Exchange Announcement
March 17,2005 at 3 pm
NOKIAN TYRES PLC ANNUAL GENERAL MEETING CALL
The shareholders of Nokian Tyres plc are called to the Annual General Meeting to be held on Tuesday 5 April 2005 at 4:00 p.m. at Nokian Tyres plc’s headquarters, Pirkkalaistie 7, Nokia, Finland. Registration and handing out of ballot papers will start at 3:00 p.m. in the day of the meeting. The participants can also register for guided factory tours departing at 3:00 p.m.
The following items are on the agenda of the Annual General Meeting:
1. Matters to be decided upon under Article 13 of the Articles of Association.
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 11,937,301 shares at a ratio of 1:10 - that is, to a total of 119,373,010 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 4,000,000 euros. 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. Board’s proposal for payment of dividend
The Board of Directors proposes at the Annual General Meeting of Shareholders that a dividend of EUR 2.17 per share is paid for the fiscal year 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 15 April 2005.
5. Members of the Board of Directors
According to the Nokian Tyres’ Articles of Association, the Board of Directors consists of a minimum of three members and a maximum of eight members. The nominates are the current Members of the Board of Directors, Rabbe Grönblom, Satu Heikintalo, Hannu Penttilä, Mitsuhira Shimazaki, Henrik Therman and Kim Gran and Petteri Walldén a new member of the Board of Directors.
Attending The Annual General Meeting
Shareholders registered in the company shareholder register maintained by the Finnish Central Securities Depository Ltd by 24 March 2005 at the latest, are entitled to attend the Annual General Meeting.
Any shareholder wishing to attend the Annual General Meeting must register in writing by 3:00 p.m. on 29 March 2005 to: Nokian Tyres plc, P.O.Box 20, FIN-37101 Nokia, Finland; or to Anne Aittoniemi by telephone: +358 3 340 7641, or by fax: +358 3 340 7799, or by email email@example.com or by internet www.nokiantyres.com/annualgeneralmeeting2005. Registrations must arrive before the end of the registration period. Any credentials shall be delivered to the above address together with the registration.
Documents on display and Annual Report
The company’s Financial Statements and above mentioned proposals of the Board of Directors with the enclosures, are available for shareholders’ investigation during the period of one week prior to the Annual General Meeting at the company’s headquarters, Pirkkalaistie 7, 37100 Nokia, Finland. Copies of these documents will be sent to shareholders on request. The proposals of the Board of Directors are also available on the internet at www.nokiantyres.com. The Annual Reports will be sent to shareholders during the week starting 28th of March.
Nokian Tyres plc
Vice President, Communications and Investor Relations
Further information: Mr. Rami Helminen, Vice President, Finance and Control, tel. +358 3 340 7463.
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