Thu April 6 05:29 pm 2006 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release April 6, 2006 at 5.30 pm
On April 6, 2007, Nokian Tyres Annual General Meeting accepted the profit and loss statement for 2005 and discharged the Board of Directors and the President from liability. A decision was made on a dividend of 0.23 euros per share. The matching date will be 11 April 2006 and the payment date 20 April 2006.
1. Members of the Board of Directors and Auditor
The meeting decided that the Board of Directors would have seven members. Rabbe Grönblom, Director, AB R.Grönblom International LTD; Hannu Penttilä, Managing Director Stockmann plc; Petteri Walldén, Master of Science and Kim Gran, President and CEO Nokian Tyres plc will continue as Nokian Tyres’ Board of Directors. Hille Korhonen, Director, Operations, Iittala Group; Koki Takahahi, General Manager, Bridgestone Corporation and Aleksey Vlasov, Deputy Director of JSC Mezhregiongaz, Gazprom were elected new Members of the Board of Directors. In the Board meeting held after the Annual General Meeting, Mr. Petteri Walldén was elected Chairman of Nokian Tyres Board of Directors.
Authorised public accountants KPMG Oy Ab continue as auditors.
2. Remuneration of the Members of the Board of Directors
The Annual General Meeting decided 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. According to the former practices, 60% of the annual fee will 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 decision 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.
3. 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 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.
Nokian Tyres plc
Raila Hietala-Hellman
Vice President, Communications and Investor Relations
Further information: Anne Leskelä, Acting Vice President, Finance and Control, tel. +358 3 340 7481.
Distribution: OMX and major media
NOKIAN TYRES PLC ANNUAL GENERAL MEETING, DECISIONS
On April 6, 2007, Nokian Tyres Annual General Meeting accepted the profit and loss statement for 2005 and discharged the Board of Directors and the President from liability. A decision was made on a dividend of 0.23 euros per share. The matching date will be 11 April 2006 and the payment date 20 April 2006.
1. Members of the Board of Directors and Auditor
The meeting decided that the Board of Directors would have seven members. Rabbe Grönblom, Director, AB R.Grönblom International LTD; Hannu Penttilä, Managing Director Stockmann plc; Petteri Walldén, Master of Science and Kim Gran, President and CEO Nokian Tyres plc will continue as Nokian Tyres’ Board of Directors. Hille Korhonen, Director, Operations, Iittala Group; Koki Takahahi, General Manager, Bridgestone Corporation and Aleksey Vlasov, Deputy Director of JSC Mezhregiongaz, Gazprom were elected new Members of the Board of Directors. In the Board meeting held after the Annual General Meeting, Mr. Petteri Walldén was elected Chairman of Nokian Tyres Board of Directors.
Authorised public accountants KPMG Oy Ab continue as auditors.
2. Remuneration of the Members of the Board of Directors
The Annual General Meeting decided 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. According to the former practices, 60% of the annual fee will 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 decision 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.
3. 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 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.
Nokian Tyres plc
Raila Hietala-Hellman
Vice President, Communications and Investor Relations
Further information: Anne Leskelä, Acting Vice President, Finance and Control, tel. +358 3 340 7481.
Distribution: OMX and major media