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Nokian Tyres plc Annual General Meeting, Decisions

Thu April 3 05:10 pm 2008 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release April 3, 2008 at 5.10 pm

NOKIAN TYRES PLC ANNUAL GENERAL MEETING, DECISIONS

On April 3, 2008, Nokian Tyres Annual General Meeting accepted the financial statements for 2007 and discharged the Board of Directors and the President and CEO from liability. A decision was made on a dividend of 0.50 euros per share. The record date will be 8 April 2008 and the payment date 15 April 2008.

1. 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, Koki Takahashi, Aleksey Vlasov, and Petteri Walldén will continue as Nokian Tyres’ Board of Directors. Mr. Kai Öistämö was elected as a new member 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 5,833 or EUR 70,000 per year, and the monthly fee paid to Members of the Board EUR 2,917 or EUR 35,000 per year. It was also decided that each member of the Committee will receive a meeting fee of EUR 500 per each possible attended meeting of the Committee.

In addition it was also decided 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 4 April to 30 April 2008, EUR 28,000 worth of Nokian Tyres Plc shares will be purchased at the stock exchange on behalf of the Chairman of the Board and EUR 14,000 worth of shares on behalf of each Board Member. The decision means that the final fee paid to Members of the Board is tied to the company’s share performance. It was decided not to pay a separate compensation to the President and CEO for Board work.

3. Amendment of the Articles of Association:

Amendment of the Articles of Association were decided as follows:

-deletion of 3§ and 4§ of the current Articles of Association, and re-numbering accordingly

-change of 5§ of the current Articles of Association to read as follows:
“The shares of the company are included in the book-entry system.”

- change of 8§ of the current Articles of Association to read as follows:
“The Managing Director and the Chairman of the Board of Directors, each separately, and two members of the Board of Directors together, shall represent the company.”

- change of 10§ of the current Articles of Association to read as follows:
“The company shall have one auditor, which must be an authorised public accountant firm approved by the Central Chamber of Commerce. The auditor’s term of office terminates at the end of the first Annual General Meeting following their election.”

- change of 11§ of the current Articles of Association to read as follows:
“The notice of a Annual General Meeting shall be published, in accordance with the Board of Directors’ decision, on the company’s website, in one national daily newspaper and in one daily newspaper published in the Tampere region, no earlier than three months and no later than one week before the due date referred to in Chapter 4, section 2, subsection 2 of the Limited Liability Companies Act.”

- change of 12§ of the current Articles of Association to read as follows:
“A shareholder wishing to attend the Annual General Meeting must register with the company no later than on the date mentioned in the notice of the meeting, which may be ten days before the meeting at the earliest. The method of voting shall be determined by the Chairman of the Annual General Meeting."

- change of 13§ of the current Articles of Association to read as follows:
“The Annual General Meeting shall be held annually on a day fixed by the Board of Directors, by the end of May. The Meeting shall be held either at the company’s registered place of business, or in either the city of Tampere or Helsinki, as decided by the Board of Directors.

The Annual General Meeting shall review:
1. the Financial Statements consisting of the Profit and Loss
Account, Balance Sheet and Annual Report;
2. the Auditor’s report; shall resolve:
3. the Consolidation of the Profit and Loss Account and Balance
Sheet;
4. the disposal of profit shown in the balance sheet;
5. granting discharge from personal liability to the members of the Board of Directors and the Managing Director;
6. the remuneration payable to the members of the Board of Directors and the Auditors;
7. the number of members on the Board of Directors; shall elect:
8. the members of the Board of Directors;
9. an Auditor.

- change of 14§ of the current Articles of Association to read as follows:
“The Financial Statements and the Report by the Board of Directors, as well as all other documents explaining the company's operations, shall be submitted by the end of March to the Auditor, who shall give an Auditor’s Report to the Board of Directors before the 15th of April.”


Nokian Tyres plc

Raila Hietala-Hellman
Vice President, Communications

Further information: Mrs. Anne Leskelä, Vice President, Finance and Control & IR, tel. +358 10 401 7481.


Distribution: OMX and major media