Thu March 16 03:00 pm 2006 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Announcement March 16,2006 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 Thursday, 6 April 2006 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 to company’s tyre plant and logistics centre. The tour will start at Nokian Tyres’ headquarters (address above) at 1:00 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. 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.

3. Board’s proposal for payment of dividend

The Board of Directors proposes at the Annual General Meeting of Shareholders that a dividend of EUR 0.23 per share is paid for the fiscal year 2005. The dividend will be paid to shareholders who on the record date, 11 April 2006, 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 20 April 2006.

4. Board of Directors and Auditors

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, Hannu Penttilä, Petteri Walldén and Kim Gran and new Members of the Board of Directors Hille Korhonen, Koki Takahashi and Alexei Vlasov.

The nominate for the Nokian Tyres’ Auditor is authorized public accountants KPMG Oy Ab.

5. Remuneration of the Members of the Board of Directors

The Board of Directors proposes that the monthly fee paid to the Chairman of the Board would be EUR 5,000 or EUR 60,000 per year, and the monthly fee paid to Members of the Board EUR 2,500 or EUR 30,000 per year. The Board of Directors also proposes that according to the existing practices, 60% of the annual fee be paid in cash and 40% in company shares to the effect that in the period from 7 April to 30 April 2006, EUR 24,000 worth of Nokian Tyres Plc shares will be purchased at the stock exchange on behalf of the Chairman of the Board and EUR 12,000 worth of shares on behalf of each Board Member.

The proposal means that the final fee paid to Members of the Board would be tied to the company’s share performance.

It is not proposed to pay a separate compensation to the President and CEO for Board work.

Attending The Annual General Meeting

Shareholders registered in the company shareholder register maintained by the Finnish Central Securities Depository Ltd by 27 March 2006 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 2006 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 anne.aittoniemi@nokiantyres.com or by internet www.nokiantyres.com/annualgeneralmeeting2006. 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 the biggest shareholders during the week starting 27th of March.


Nokian Tyres plc

Raila Hietala-Hellman
Vice President, Communications and Investor Relations

Further information: Mrs. Anne Leskelä, Vice President, Finance and Control, tel. +358 3 340 7481.

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