Nokian Tyres plc Annual General Meeting, decisions
Nokian Tyres plc Stock Exchange Release April 5, 2005 at 5 pm
NOKIAN TYRES PLC ANNUAL GENERAL MEETING, DECISIONS
On April 5, 2005, Nokian Tyres Annual General Meeting accepted the profit and loss statement for 2004 and discharged the Board of Directors and the President from liability. A decision was made on a dividend of 2.17 euros per share. The matching date will be 8 April 2005 and the payment date 15 April 2005.
1. Members of the Board of Directors and Auditor
The meeting decided that the Board of Directors will have seven members. Rabbe Grönblom, Director, AB R.Grönblom International LTD; Satu Heikintalo, Master of Economic Sciences; Hannu Penttilä, Managing Director Stockmann plc; Henrik Therman, Master of Science; Mitsuhira Shimazaki, Director, Sales Administration, Bridgestone Europe NV/SA and Kim Gran, President and CEO Nokian Tyres plc will continue as Nokian Tyres’ Board of Directors. Mr. Petteri Walldén, President and CEO Onninen Oy was elected a new Member of the Board of Directors. In the Board meeting held after the Annual General Meeting, Mr. Henrik Therman was elected Chairman of Nokian Tyres Board of Directors.
Authorised public accountants KPMG Oy Ab continue as auditors.
2. The change in the number of shares
The Annual General Meeting decided 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 authorisation to increase share capital
The Annual General Meeting authorised the Board of Directors 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.
Vice President, Public Information
Further information: Mr. Rami Helminen, Vice President, Finance and Control, tel. +358 3 340 7463.
Distribution: OMX and major media