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Tue February 13 12:00 am 2001 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release, Feb.13,2001 8.05 am. 1/1

BOARD OF DIRECTORS PROPOSAL TO THE ANNUAL GENERAL MEETING



The Board of Directors of Nokian Tyres plc has in its meeting on 12 February 2001 resolved to propose to the Annual General Meeting of Shareholders to be held on 28 March 2001 that a bond loan with warrants be offered to the personnel of the Nokian Tyres Group and to a wholly-owned subsidiary of Nokian Tyres plc. The amount of the bond loan with warrants is FIM 2,400,000.

There will be 10,800 bond certificates I, 9,600 bond certificates II and 9,600 bond certificates III. To the bond loan will be attached a total of 600,000 warrants, of which 216,000 will be attached to bond certificates I and marked with the symbol 2001A, 192,000 will be attached to bond certificates II and marked with the symbol 2001B and 192,000 will be attached to bond certificates III and marked with the symbol 2001C.

The share subscription price for warrant 2001A shall be nineteen (19) euro, for warrant 2001B the trade volume weighted average quotation of the Nokian Tyres plc. share in the Helsinki Exchanges between 1 October and 31 October 2001 and for warrant 2001C the trade volume weighted average quotation of the Nokian Tyres plc. share in the Helsinki Exchanges between 1 April and 30 April 2002.

From the share subscription price of warrant 2001A shall as per the dividend record date be deducted the amount of the cash dividend distributed after 28 March 2001 but before the date of the share subscription. From the share subscription price of warrants 2001B and 2001C shall as per the dividend record date be deducted the amount of the cash dividend distributed after the beginning of the period for determination of the subscription price but before the date of subscription for shares.

The share subscription period for the warrants shall begin for warrant 2001A on 1 March 2003, for warrant 2001B on 1 March 2004 and for warrant 2001C on 1 March 2005, and shall end on 31 March 2007 for all warrants. As a result of the subscriptions the share capital of Nokian Tyres plc. may increase by a maximum of FIM 6,000,000 and the number of shares by a maximum of 600,000.

The prerequisite for the subscription of the bond loan with warrants is that a subscriber free of charge transfers to the Company the warrants connected to the bond loan with warrants issued in 1999.

The purpose of the bond loan with warrants is to encourage the personnel of the company to work on a long-term basis in order to increase shareholder value. The purpose of the bond loan with warrants is also to commit the key personnel to the employer by an obligation to offer the warrants received back to the company without compensation for possible accrued value if the employment ends before 1 March 2005.

ENCL. Proposal by the Board of Directors and enclosures

Nokian Tyres plc
Raila Hietala-Hellman, Vice President, Public Information

Further Information: Mr. Rami Helminen, Vice President, Finance and Control, tel. +358 3 340 7463


ENCLOSURE 1/2

PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO ISSUE A BOND LOAN WITH WARRANTS

The Board of Directors proposes that a bond loan with warrants be offered for subscription to the personnel of the Nokian Tyres Group and to a wholly-owned subsidiary of Nokian Tyres plc. on the terms and conditions attached hereto.

The bond loan with warrants shall, with deviation from the shareholders' pre-emptive right to subscription, be offered to the personnel of the Nokian Tyres Group and to the company's wholly-owned subsidiary, Direnic Oy. It is proposed that the share-holders' pre-emptive right to subscription be deviated from, since the bond loan with warrants is intended to form a part of the Group's incentive program. The bond loan with warrants is used to support the personnel to work on a long-term basis that increases shareholder value. The purpose of the bond loan with warrants is also to commit the personnel to the employer. At the same time the aim is to create an effective tool in the recruitment of personnel.

The amount of the bond loan with warrants is FIM 2,400,000. There will be 10,800 bond certificates I, 9,600 bond certificates II and 9,600 bond certificates III. To the bond loan will be attached a total of 600,000 warrants, of which 216,000 will be attached to bond certificates I and marked with the symbol 2001A, 192,000 will be attached to bond certificates II and marked with the symbol 2001B and 192,000 will be attached to bond certificates III and marked with the symbol 2001C.

The share subscription price for warrant 2001A shall be nineteen (19) euro, for warrant 2001B the trade volume weighted average quotation of the Nokian Tyres plc. share in the Helsinki Exchanges between 1 October and 31 October 2001 and for warrant 2001C the trade volume weighted average quotation of the Nokian Tyres plc. share in the Helsinki Exchanges between 1 April and 30 April 2002. From the share subscription price of warrant 2001A shall as per the dividend record date be deducted the amount of the cash dividend distributed after 28 March 2001 but before the date of the share subscription.

From the share subscription price of warrants 2001B and 2001C shall as per the dividend record date be deducted the amount of the cash dividend distributed after the beginning of the period for determination of the subscription price but before the date of subscription for shares. The share subscription period starts for warrant 2001A on 1 March 2003, for warrant 2001B on 1 March 2004 and for warrant 2001C on 1 March 2005, and the share subscription period ends for all warrants on 31 March 2007.

As a result of the subscriptions the share capital of Nokian Tyres plc. may increase by a maximum of FIM 6,000,000 and the number of shares by a maximum of 600,000.

A proportion of the persons eligible for subscription belongs to the inner circle of the company. The persons belonging to this category own a maximum of 0,1% of the shares and of the voting rights of such shares in the company.

In total the shares that can be subscribed for on the basis of the warrants now issued correspond to a maximum of 5.4% of the shares and of the voting rights in the company.

Nokia, 12 February 2001

The Board of Directors



ENCLS: Terms and Conditions of the Bond Loan with Warrants.
A statement from the Auditors on the grounds on the basis of which the subscription price is determined and the reasons for the deviation from the pre-emptive subscription rights.


ENCLOSURE 1/5

TERMS AND CONDITIONS OF BOND LOAN WITH WARRANTS IN NOKIAN TYRES PLC

In its meeting on 12 February 2001 the Board of Directors ('Board of Directors') of Nokian Tyres plc ('Nokian Tyres' or the 'Company') has agreed to propose to the Annual General Meeting of Shareholders to be held on 28 March 2001 to offer a bond loan with warrants for subscription to the personnel of the Nokian Tyres Group and to a wholly owned subsidiary of Nokian Tyres plc on the following terms and conditions:


I TERMS AND CONDITIONS OF THE BOND LOAN WITH WARRANTS

1. The amount of the bond loan, the unit size and the warrants

The amount of the bond loan with warrants is FIM 2,400,000. There will be

- 10,800 bond certificates I with a nominal value of FIM 80. To each bond certificate will be attached 20 warrants, i.e. a total of 216,000 warrants 2001A will be attached to bond certificates I.
- 9,600 bond certificates II with a nominal value of FIM 80. To each bond certificate will be attached 20 warrants, i.e. a total of 192,000 warrants 2001B will be attached to bond certificates II.
- 9,600 bond certificates III with a nominal value of FIM 80. To each bond certificate will be attached 20 warrants, i.e. a total of 192,000 warrants 2001C will be attached to bond certificates III.

There will be 600,000 warrants in all.

2. Subscription rights

The loan will be offered for subscription to the personnel of Nokian Tyres plc. and its subsidiaries ("Nokian Tyres Group"), and to Direnic Oy, a wholly-owned subsidiary of Nokian Tyres plc. Direnic Oy shall later, in the manner approved by the Board of Directors of Nokian Tyres plc, be entitled to transfer the bond certificates together with the warrants connected thereto, or only the warrants to persons currently employed by the Nokian Tyres Group or to persons recruited by the Nokian Tyres Group.

3. Loan term

The loan will be dated and the loan period will start on 15 June 2001. The term of the loan is one (1) year. The loan shall be repaid in one instalment on 15 June 2002.

4. Rate of issue

The rate of issue of the loan is one hundred (100) per cent; in other words the subscription price of one bond certificate of FIM 80 is FIM 80.

5. Interest

No interest shall be paid on the loan.

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6. Subscription of the bond loan with warrants, acceptance of the subscriptions and payment of the subscriptions

The bond loan with warrants is offered for subscription during the period 2 May-11 May 2001. The subscription shall take place at the company's head office in Nokia and possibly at another location to be determined later, or the subscriber shall give to the Company an authorisation by a proxy, to subscribe the bond loan with warrants on behalf of the subscriber. The subscriptions shall be approved by the Board of Directors of the company. A subscription may be approved in its entirety, in part or be completely rejected. If the loan is oversubscribed the Board of Directors will decide upon reductions of the subscriptions. The subscriber shall be informed on the approval of the subscription approximately by 31 May 2001 in writing. The subscription price of the approved subscription shall by 15 June 2001 be paid to a bank account assigned by the company.

7. Prohibition of transfer and obligation to offer

The warrants are freely transferable when the relevant share subscription period has begun. The warrants shall be kept by the company on behalf of the subscriber until the start of the subscription period. The subscriber shall have the right to receive the warrants in his possession at the start of the relevant subscription period. Should the warrant-holder transfer his warrants, such person is obliged to inform the Company about the transfer without delay. The Board of Directors of the company may, as an exception to the above, permit the transfer of a warrant also before such date.

Should a subscriber cease to be employed by or in the service of a company belonging to the Nokian Tyres Group before 1 March 2005 for any other reason than retirement or death, the subscriber shall without delay and without compensation offer to the company or, to the party appointed by the company, such warrants where the share subscription period mentioned above under Section II.2 had not begun when the employment or service ended. Regardless of whether the subscriber has offered his warrants to the company or not, the company is entitled to inform the subscriber in writing that the subscriber has lost his warrants on the basis of the above-mentioned reasons. If the warrants have been transferred to the book-entry system, the company is entitled to apply and to arrange for that the warrants subject to the offer obligation are transferred from the book-entry account of the subscriber to the book-entry account of the company. This right is not dependant on whatever the warrants have been offered to the company or not.


II TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION

1. The right to subscribe for new shares

Each warrant entitles its holder to subscribe for one (1) share of Nokian Tyres plc. with the nominal value of FIM 10. As a result of the subscriptions the share capital of Nokian Tyres plc. may increase by a maximum of 600,000 new shares, i.e. by a maximum of FIM 6,000,000.

Direnic Oy, as a subsidiary of Nokian Tyres plc., shall not be entitled to subscribe shares in Nokian Tyres plc. on the basis of the warrants.
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2. Share subscription and payment

The share subscription period starts:

- for warrant 2001A on 1 March 2003,
- for warrant 2001B on 1 March 2004 and
- for warrant 2001C on 1 March 2005.

The share subscription period ends on 31 March 2007 for all warrants.

The share subscription shall take place at the head office of Nokian Tyres plc. and possibly at another location to be determined later. The shares shall be paid upon subscription to the bank account assigned by the company.

3. Share subscription price

The share subscription price shall be:

- for warrant 2001A nineteen (19) euro,
- for warrant 2001B the trade volume weighted average quotation of the Nokian Tyres plc. share in the Helsinki Exchanges between 1 October and 31 October 2001 and
- for warrant 2001C the trade volume weighted average quotation of the Nokian Tyres plc. share in the Helsinki Exchanges between 1 April and 30 April 2002.

From the share subscription price of warrant 2001A shall as per the dividend record date be deducted the amount of the cash dividend distributed after 28 March 2001 but before the date of the share subscription. From the share subscription price of warrants 2001B and 2001C shall as per the dividend record date be deducted the amount of the cash dividend distributed after the beginning of the period for determination of the subscription price but before the date of the share subscription. The share subscription price shall nevertheless always amount to at least the nominal value of the share.

4. Registration of shares

Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.

5. Shareholder rights

Dividend rights of the shares and other shareholder rights shall commence when the increase of the share capital has been registered with the Trade Register.

6. Share issues, convertible bonds and warrants before share subscription

Should the company, before the subscription for shares, increase its share capital through an issue of new shares, or issue new convertible bonds or warrants, a warrant holder shall have the same right as or an equal right to that of a shareholder. Equality is achieved in the manner determined by the Board of Directors by adjusting the amount of shares available for subscription, the subscription price or both.
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Should the company, before the subscription for shares, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of the warrant remains unchanged. If the number of shares that can be subscribed for by virtue of one warrant should be a fraction, the fraction shall be taken into account in the form of a reduction of the subscription price.

7. Rights in certain cases

If the company reduces its share capital before the subscription for shares, the subscription right on the basis of which the warrant shall be adjusted accordingly as specified in the resolution to reduce the share capital.

If the company is placed in liquidation before the subscription of shares, the warrant holder shall be given an opportunity to exercise his subscription right before the liquidation begins within a period of time determined by the Board of Directors.

If the company resolves to merge with another company as the company being acquired or with a company to be formed in a combination merger or if the company resolves to be divided, the warrant holder shall be given the right to subscribe for the shares with all the warrants in his possession, or to change them into warrants of a receiving company or a company to be formed in a combination merger or in a division in a way and within a period of time determined by the Board of Directors before the merger or the division. After such date no subscription or change right shall exist. In the above situations the warrant-holder has no right to require that the company redeems the warrants from him for market value.

If the company, before the end of the period of subscription, resolves to acquire its own shares by an offer made to all shareholders, the warrant holders shall be made an equivalent offer for those warrants for which the respective subscription period has begun. In other cases acquisition of the Company's own shares does not require the Company to take any action in relation to the warrants.

Should, before the end of the subscription period, a situation referred to in Chapter 14 Section 19 of the Finnish Companies Act, where a shareholder possesses over 90% of the shares in the company and therefore has the right and obligation to redeem the shares of the remaining shareholders, the warrants holders shall have respective obligation as shareholders to transfer their shares, to transfer all their warrants. In the above situation warrants holders have no rights differing from these terms and conditions.

If the nominal value of the share is changed while the share capital remains unchanged, the subscription terms shall be amended so that the total nominal value of the shares to be subscribed for and the total subscription price remain the same.

Converting the company from a public company into a private company will not affect the terms and conditions of the bond loan with warrants.
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III OTHER ISSUES

The Board of Directors may decide on the transfer of the bond certificates and/or the warrants to the book-entry system at a later date and on the resulting technical amendments to the terms and conditions of the bond loan with warrants. Other matters related to the bond loan with warrants or the warrants are decided on by the Board of Directors. The bond loan with warrants documentation is kept available for inspection at Nokian Tyres plc.'s head office in Nokia.

This is an English-language translation of the Finnish-language documents. In case of any discrepancy between the Finnish and English texts, the Finnish language documents are decisive.



ENCLOSURE 1/1


AUDITORS' STATEMENT

In our capacity of auditors of Nokian Tyres plc., we hereby, as our statement in accordance with Section 4, Paragraph 4 a, Subparagraph 2 of the Companies Act regarding the proposal of the Board of Directors dated 12 February 2001 to issue a bond loan with warrants, state that in our opinion the proposal of the Board of Directors gives correct and sufficient information about the grounds for determination of the subscription price and the reasons for the deviation from the shareholders' pre-emptive subscription right.

Tampere 12.02.2001

KPMG WIDERI OY AB

Matti Sulander
Authorized Public Accountant