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Mon April 5 06:30 pm 2004 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release April 5,2004 6.30 pm

NOKIAN TYRES PLC ANNUAL GENERAL MEETING, DECISIONS


On April 5, 2004, Nokian Tyres Annual General Meeting accepted the profit and loss statement for 2003 and discharged the Board of Directors and the President from liability. A decision was made on a dividend of 1.56 euros per share. The matching date will be 8 April 2004 and the payment date 19 April 2004.

1. Members of the Board of Directors and Auditor


The meeting decided that the Board of Directors will have eight members. Rabbe Grönblom, Chairman of the Board, Kotipizza Oyj; Bo-Erik Haglund, Doctor of Science h.c.; Satu Heikintalo, Planning Director, G2 Helsinki Oy; Hannu Penttilä, Managing Director Stockmann plc; Henrik Therman, Master of Science; Matti Vuoria, Executive Vice President, Varma Mutual Pension Insurance Company and Kim Gran, President and CEO Nokian Tyres plc will continue as Nokian Tyres’ Board of Directors. Mitsuhira Shimazaki, Director, Sales Administration, Bridgestone Europe NV/SA 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 Wideri Oy continue as auditors.

2. 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 EUR 4 million. A maximum of 2,000,000 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 prices, 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. Board’s authorization to issue a bond loan with warrants


The Annual General Meeting authorised the Board of Directors to issue stock options 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.

Nokian Tyres plc

Raila Hietala-Hellman
Vice President, Communications and IR

Further information: Mr. Kim Gran, President and CEO,
tel. +358 3 340 7336.

Distribution: Hex and major media