Wed March 17 03:10 pm 2004 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Announcement March 17, 2004 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 Monday 5 April 2004 at 4:00 p.m. at Marina Congress Center, address Katajanokanlaituri 7, Helsinki, Finland. Registration and handing out of ballot papers will start at the meeting place at 3:00 p.m. in the day of the meeting.

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. Board's proposal for an authorisation to increase share capital

The Board of Directors propose that the Board of Directors 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 2 million new shares can be issued each bearing a nominal value of EUR 2.00.

The Board of Directors may also deviate from the shareholders pre-emptive subscription right, provided that there is a compelling financial reason for the company referred to in chapter 4:2a of the Companies Act such as acquisitions and other corporate arrangements.

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 terms and conditions of convertible bonds.

The validity of the authorisation is one year from the date of the Annual General Meeting.

3. Boards proposal for bond loan with warrants

The Board of Directors proposes that stock options be issued to the personnel of the Nokian Tyres Group, as well as to its wholly owned subsidiary, Direnic Oy. The Board of Directors may also deviate from the shareholders pre-emptive subscription right as the stock options form a part of the incentive and commitment program for the Nokian Tyres Group’s personnel.

The maximum number of stock options issued shall be 735,000. Of the stock options 245,000 shall be marked with the symbol 2004A, 245,000 shall be marked with the symbol 2004B and 245,000 shall be marked with the symbol 2004C. The stock options entitle to subscription of a maximum total of 735,000 shares in Nokian Tyres plc.

The intention of the Board of Directors is that the stock options shall be distributed in spring 2004 (2004A-options), 2005 (2004B-options) and 2006 (2004C-options).

The share subscription price shall, for stock option 2004A, be the trade volume weighted average quotation of the Nokian Tyres plc share on the Helsinki Exchanges between 1 January and 31 March 2004, for stock option 2004B the trade volume weighted average quotation of the Nokian Tyres plc share on the Helsinki Exchanges between 1 January and 31 March 2005, and for stock option 2004C the trade volume weighted average quotation of the Nokian Tyres plc share on the Helsinki Exchanges between 1 January and 31 March 2006.

From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend decided after the beginning of the period for determination of the share subscription price but before share subscription.

The share subscription period shall, for stock option 2004A, be
1 March 2006–31 March 2008, for stock option 2004B 1 March 2007–31 March 2009 and for stock option 2004C 1 March 2008–31 March 2010. As a result of the subscriptions with the 2004 stock options, the share capital of Nokian Tyres plc may be increased by a maximum of EUR 1,470,000 and the number of shares by a maximum of 735,000 new shares.

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 1.56 per share is paid for the fiscal year 2003.

The dividend will be paid to shareholders who on the record date, 8 April 2004, 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 2004.

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. Mr. Mitsuhira Shimazaki, Director, Sales Administration, Bridgestone Europe NV/SA, will be proposed as a new Member of the Board of Directors. If the Annual General Meeting accepts the proposal, the number of Nokian Tyres’ Board of Directors will increase to eight members.

Attending The Annual General Meeting

Shareholders registered in the company shareholder register maintained by the Finnish Central Securities Depository Ltd by Friday,26 March 2004 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 31 March 2004 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 e-mail: anne.aittoniemi@nokiantyres.com. 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 29th of March.

Nokian Tyres plc

Raila Hietala-Hellman
Vice President, Communications and Investor Relations

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

Distribution: Hex and major media