Thu April 12 06:10 pm 2012 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release 12 April 2012, 6.00 p.m.
On 12 April 2012, Nokian Tyres Annual General Meeting accepted the financial statements for 2011 and discharged the Board of Directors and the President and CEO from liability.
The meeting decided that a dividend of EUR 1.20 per share shall be paid for the period ending on 31 December, 2011. The dividend shall be paid to shareholders included in the shareholder list maintained by Euroclear Finland Ltd on the record date of 17 April 2012. The proposed dividend payment date is 3 May 2012.
The meeting decided that the Board of Directors has seven members.
Kim Gran, Hille Korhonen, Hannu Penttilä, Benoît Raulin, Aleksey Vlasov and Petteri Walldén will continue in the Nokian Tyres’ Board of Directors. Risto Murto was elected as a new member of the Board.
Authorised public accountants KPMG Oy Ab continue as auditors.
The meeting decided that the fee paid to the Chairman of the Board is EUR 80,000 per year, while that paid to Board members is set at EUR 40,000 per year. With the exception of the President and CEO, members of the Board and the Nomination and Remuneration Committee are also granted an attendance fee of EUR 600 per meeting.
In addition, 50% of the annual fee be paid in cash and 50% in company shares, such that in the period from 12 April to 30 April 2012, EUR 40,000 worth of Nokian Tyres plc shares will be purchased at the stock exchange on behalf of the Chairman of the Board and EUR 20,000 worth of shares on behalf of each Board member. This means that the final remuneration paid to Board members is tied to the company’s share performance. No separate compensation will be paid to the President and CEO for Board work.
The Annual General Meeting authorized the Board of Directors to make a decision to offer no more than 25,000,000 shares through a share issue, or by granting special rights under chapter 10 section 1 of the Finnish Companies Act that entitle to shares (including convertible bonds) on one or more occasions. The Board may decide to issue new shares or shares held by the company. The maximum number of shares included in the authorization accounts for approximately 19% of the company’s entire share capital.
The authorization includes the right to issue shares or special rights through private offering, in other words to deviate from the shareholders’ pre-emptive right subject to provisions of the law.
Under the authorization, the Board of Directors will be entitled to decide on the terms and conditions of a share issue, or the granting of special rights under chapter 10, section 1 of the Finnish Companies Act, including the recipients of shares or special rights entitling to shares, and the compensation to be paid. This authorization was given to be exercised for purposes determined by the Board of Directors.
The subscription price of new shares shall be recognized under unrestricted equity reserve. The consideration payable for Company’s own shares shall be recognized under unrestricted equity reserve.
The authorization will be effective for five years from the decision made at the Annual General Meeting. This authorization invalidates all other Board authorizations regarding share issues and convertible bonds.
Nokian Tyres plc
Antti-Jussi Tähtinen
Vice President, Marketing and Communications
Further information: Anne Leskelä, Vice President, CFO & IR, tel. +358 10 401 7481
Distribution: NASDAQ OMX Helsinki, media and www.nokiantyres.com
Nokian Tyres plc Annual General Meeting, decisions
On 12 April 2012, Nokian Tyres Annual General Meeting accepted the financial statements for 2011 and discharged the Board of Directors and the President and CEO from liability.
The meeting decided that a dividend of EUR 1.20 per share shall be paid for the period ending on 31 December, 2011. The dividend shall be paid to shareholders included in the shareholder list maintained by Euroclear Finland Ltd on the record date of 17 April 2012. The proposed dividend payment date is 3 May 2012.
Members of the Board of Directors and Auditor
The meeting decided that the Board of Directors has seven members.
Kim Gran, Hille Korhonen, Hannu Penttilä, Benoît Raulin, Aleksey Vlasov and Petteri Walldén will continue in the Nokian Tyres’ Board of Directors. Risto Murto was elected as a new member of the Board.
Authorised public accountants KPMG Oy Ab continue as auditors.
Remuneration of the Members of the Board of Directors
The meeting decided that the fee paid to the Chairman of the Board is EUR 80,000 per year, while that paid to Board members is set at EUR 40,000 per year. With the exception of the President and CEO, members of the Board and the Nomination and Remuneration Committee are also granted an attendance fee of EUR 600 per meeting.
In addition, 50% of the annual fee be paid in cash and 50% in company shares, such that in the period from 12 April to 30 April 2012, EUR 40,000 worth of Nokian Tyres plc shares will be purchased at the stock exchange on behalf of the Chairman of the Board and EUR 20,000 worth of shares on behalf of each Board member. This means that the final remuneration paid to Board members is tied to the company’s share performance. No separate compensation will be paid to the President and CEO for Board work.
Authorization for a share issue
The Annual General Meeting authorized the Board of Directors to make a decision to offer no more than 25,000,000 shares through a share issue, or by granting special rights under chapter 10 section 1 of the Finnish Companies Act that entitle to shares (including convertible bonds) on one or more occasions. The Board may decide to issue new shares or shares held by the company. The maximum number of shares included in the authorization accounts for approximately 19% of the company’s entire share capital.
The authorization includes the right to issue shares or special rights through private offering, in other words to deviate from the shareholders’ pre-emptive right subject to provisions of the law.
Under the authorization, the Board of Directors will be entitled to decide on the terms and conditions of a share issue, or the granting of special rights under chapter 10, section 1 of the Finnish Companies Act, including the recipients of shares or special rights entitling to shares, and the compensation to be paid. This authorization was given to be exercised for purposes determined by the Board of Directors.
The subscription price of new shares shall be recognized under unrestricted equity reserve. The consideration payable for Company’s own shares shall be recognized under unrestricted equity reserve.
The authorization will be effective for five years from the decision made at the Annual General Meeting. This authorization invalidates all other Board authorizations regarding share issues and convertible bonds.
Nokian Tyres plc
Antti-Jussi Tähtinen
Vice President, Marketing and Communications
Further information: Anne Leskelä, Vice President, CFO & IR, tel. +358 10 401 7481
Distribution: NASDAQ OMX Helsinki, media and www.nokiantyres.com