Thu March 31 02:20 pm 2022 in category Stock exchange releases
Notice to the Annual General Meeting of Nokian Tyres plc
Nokian Tyres plc Stock Exchange Release March 31, 2022 at 2:20 p.m.
Notice is given to the shareholders of Nokian Tyres plc (“Nokian Tyres” or the “Company”) to the Annual General Meeting (the “General Meeting”) to be held on April 28, 2022 at 10:00 a.m. (EET) at Messukeskus at the address Messuaukio 1, 00520 Helsinki, Finland.
The Company’s Board of Directors has resolved on exceptional meeting procedures based on the temporary legislative act to limit the spread of the Covid-19 pandemic (375/2021), which entered into force on May 8, 2021. In order to ensure the health and safety of the shareholders, employees and other stakeholders of the Company, the General Meeting will be organized without shareholders’ and their proxy representatives’ presence at the General Meeting venue. Shareholders can participate in the General Meeting and use their shareholder rights in connection with the General Meeting by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below. For further instructions, please refer to Section C. “Instructions for the participants in the General Meeting” of this notice.
The Chairman of the Board and the President and CEO will attend the General Meeting but other management of the Company and the Auditor will not attend the General Meeting. A pre-recorded speech by the Company’s President and CEO will be published on the Company’s website on March 31, 2022 at the latest. The President and CEO’s pre-recorded speech is not a part of the General Meeting.
The General Meeting can be followed via a video stream on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/. Following the video stream is not considered to be official participation in the General Meeting and it is not possible to ask questions or vote via the video stream during the General Meeting. More information on the possibility to follow the video stream will be presented on the Company’s website at the above-mentioned address. Shareholders are requested to note that the video stream will be held only if it can be arranged in compliance with all regulatory rules and restrictions imposed by the Finnish authorities due to the Covid-19 pandemic.
A. Matters on the Agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the General Meeting
2. Calling the General Meeting to Order
Attorney-at-law Mikko Heinonen will act as the Chairman of the General Meeting. If due to weighty reasons Mikko Heinonen is not able to act as the Chairman, the Board of Directors shall appoint another person it deems most suitable to act as the Chairman.
3. Election of person to scrutinize the minutes and to supervise the counting of votes
Jaana Klinga, Group General Counsel, will scrutinize the minutes and supervise the counting of votes at the General Meeting. Should Jaana Klinga for a weighty reason not be able to attend these tasks, the Company’s Board of Directors will appoint another person that it deems most suitable to scrutinize the minutes and supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance in accordance with the instructions set out in this notice and who have the right to attend the General Meeting in accordance with Chapter 5, Sections 6 and 6a of the Finnish Limited Liability Companies Act will be recorded to have attended the General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2021
As shareholders can only participate in the General Meeting by voting in advance, the Company’s Financial Review 2021 published on March 2, 2022, which includes the Company’s Financial Statements, the Report of the Board of Directors and the Auditor’s Report, and has been made available on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/, will be deemed to have been presented to the General Meeting.
7. Adoption of the Financial Statements for 2021
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
According to the financial statements for the financial year January 1–December 31, 2021, the Company’s distributable funds amounted to EUR 742.7 million.
The Board of Directors proposes to the General Meeting that from the financial year January 1– December 31, 2021, a dividend of EUR 0.55 per share be paid, i.e. approximately EUR 76.1 million in total based on the total number of outstanding shares of the Company at the time of the proposal. The proposed dividend corresponds to the minority dividend pursuant to Chapter 13, Section 7 of the Finnish Companies Act, i.e. eight per cent of the shareholders’ equity.
The Board of Directors proposes that the dividend be paid to the shareholders who are registered in the Company’s shareholder register maintained by Euroclear Finland Oy on the dividend record date of May 2, 2022. The payment date proposed by the Board of Directors is May 11, 2022.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Adoption of the Company’s Remuneration Report for governing bodies
The Board of Directors proposes to the General Meeting that it adopts, through an advisory resolution, the Company’s Remuneration Report for governing bodies.
As shareholders can only participate in the General Meeting by voting in advance, the Company’s Remuneration Report for the Company’s governing bodies for the financial year January 1–December 31, 2021, which has been published by a stock exchange release and has also been made available on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/ as of March 2, 2022, will be deemed to have been presented to the General Meeting.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the members of the Board be paid the following remuneration: to the Chairman of the Board of Directors EUR 110,000 per year; to the Deputy Chairman and to the Chairs of the Committees EUR 75,000 per year each, and to members EUR 52,500 per year each.
The Shareholders’ Nomination Board further proposes that 60 per cent of the annual fee be paid in cash and 40 per cent in Company shares.
For each Board and Board Committee meeting the fee is proposed to be EUR 700. For Board members resident in Europe, the fee for each meeting in Europe outside a member’s home country is doubled, and for each meeting outside Europe the fee is tripled. For Board members resident outside Europe, the fee for each meeting outside a member’s home country is tripled. If a member participates in a meeting via telephone or video connection, the remuneration is proposed to be EUR 700. Travel expenses are proposed to be compensated in accordance with the Company’s travel policy.
12. Resolution on the number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that the number of members of the Board of Directors shall be nine.
13. Election of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the General Meeting that Jukka Hienonen, Heikki Allonen, Veronica Lindholm, Inka Mero, Christopher Ostrander, Jouko Pölönen, George Rietbergen and Pekka Vauramo be re-elected as members of the Board and Susanne Hahn be elected as a new member of the Board for the term ending at the closing of the Annual General Meeting 2023. The Shareholders’ Nomination Board further proposes that Jukka Hienonen be re-elected as the Chairman and Pekka Vauramo as Deputy Chairman of the Board of Directors. Of the current members, Raimo Lind has informed that he is not available for re-election to the Board of Directors.
With regard to the selection procedure for the members of the Board of Directors, the Shareholders' Nomination Board recommends that shareholders take a position on the proposal as a whole at the General Meeting. This recommendation is based on the fact that in Nokian Tyres, in line with a good Nordic governance model, the Shareholders' Nomination Board is separate from the Board of Directors. The Shareholders’ Nomination Board, in addition to ensuring that individual nominees for membership of the Board of Directors possess the required competencies, is also responsible for making sure that the proposed Board of Directors as a whole has the best possible expertise and experience for the Company and that the composition of the Board of Directors meets other requirements of the Finnish Corporate Governance Code for listed companies.
All candidates have given their consent to the election and are independent of the Company and its major shareholders. More information on the proposed new member of the Board is available on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the auditor’s fees be paid according to the auditor’s reasonable invoice approved by the Company.
15. Election of Auditor
Based on the recommendation of the Board’s Audit Committee, the Board of Directors proposes to the General Meeting that Ernst & Young Oy, authorized public accountants, be re-elected as the Company’s auditor for a term ending at the closing of the Annual General Meeting 2023. Ernst & Young Oy has notified that Mikko Järventausta, APA, will act as the principally responsible auditor.
16. Authorizing the Board of Directors to decide on the repurchase of the Company’s own shares
The Board of Directors proposes to the General Meeting that the Board of Directors be authorized to resolve to repurchase a maximum of 13,800,000 shares in the Company by using funds in the unrestricted shareholders’ equity. The proposed number of shares corresponds to approximately 9.9 per cent of all shares in the Company.
The shares may be repurchased in order to improve the capital structure of the Company, to carry out acquisitions or other arrangements related to the Company’s business, to be transferred for other purposes, or to be cancelled, to be used in the Company’s incentive plans or if, according to the Board of Directors’ understanding, it is in the interest of the shareholders.
The price paid for the shares repurchased under the authorization shall be based on the market price of the Company’s share in public trading. The minimum price to be paid would be the lowest market price of the share quoted in public trading during the authorization period and the maximum price the highest market price quoted during the authorization period.
The Company’s own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
It is proposed that the authorization be effective until the next Annual General Meeting of Shareholders, however at most until June 30, 2023.
The authorization would cancel the authorization given to the Board of Directors by the Annual General Meeting on March 30, 2021.
17. Authorizing the Board of Directors to decide on the issuance of shares and special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board be authorized to make a decision to offer no more than 13,800,000 shares through a share issue, or by granting special rights under Chapter 10, Section 1 of the Finnish Limited Liability 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 proposed authorization accounts for approximately 9.9 per cent of all shares in the Company.
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 the provisions of the law. Under the authorization, the Board of Directors would 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 Limited Liability Companies Act, including the recipients of shares or special rights entitling to shares, and the compensation to be paid. It is proposed that this authorization 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 the Company’s own shares shall be recognized under unrestricted equity reserve.
It is proposed that the authorization be effective until the next Annual General Meeting of Shareholders, however at most until June 30, 2023.
The authorization would cancel the authorization given to the Board of Directors by the Annual General Meeting on March 30, 2021.
18. Authorizing the Board of Directors to decide on donations
The Board of Directors proposes to the General Meeting that the Board be authorized to resolve on donations in the aggregate maximum amount of EUR 250,000 to be made to universities, institutions of higher education or to other non-profit or similar purposes during 2022 and 2023. The donations can be made in one or more instalments. The Board of Directors may decide on the donation recipients, purposes of use and other terms of the donations.
19. Closing of the General Meeting
B. Documents of the General Meeting
This notice, which contains all proposals for the resolutions on the matters on the agenda of the General Meeting, is available on Nokian Tyres’ website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/. The Company’s Remuneration Report as well as the electronic Financial Review 2021, including the Financial Statements, the Report of the Board of Directors and the Auditor’s Report, are available at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/. Copies of these documents and this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/ no later than as from May 12, 2022 onwards.
C. Instructions for the participants of the General Meeting
In order to limit the spread of the Covid-19 pandemic, the General Meeting will be organized without the shareholders’ and their proxy representatives’ presence at the General Meeting venue. The General Meeting can be followed via a video stream as described above. Shareholders can participate in the meeting and use their shareholder rights only by voting in advance (either personally or through a proxy representative), by submitting counterproposals in advance and by asking questions in advance in the manner described below. Proxy representatives must also vote in advance in the manner described below.
1. Right to participate
Each shareholder who is registered on the record date of the General Meeting, on April 14, 2022, in the Company’s shareholders’ register held by Euroclear Finland Oy, has the right to participate in the General Meeting. A shareholder, whose shares are registered on the shareholder’s personal Finnish book-entry account, is registered in the Company’s shareholders’ register.
Instructions for holders of nominee-registered shares are set out below under Section C4 “Holders of nominee-registered shares”.
2. Registration and voting in advance
Registration for the General Meeting and advance voting will begin on April 6, 2022 at 12:00 p.m. (EET). A shareholder who is registered in the Company’s shareholders’ register and who wishes to participate in the General Meeting, must register for the General Meeting and vote in advance no later than by April 21, 2022 at 4:00. p.m. (EET), by which time the votes must have been received.
A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can register and vote in advance on certain matters on the agenda of the General Meeting from April 6, 2022 at 12:00 p.m. (EET) until April 21, 2022 at 4:00 p.m. (EET) by the following means:
- via internet at address www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/. For shareholders that are natural persons, registration requires strong electronic authentication. When shareholders who are natural persons log into the service through the Company’s website, they are directed to the electronic authentication. After this, a shareholder can in one session register to the General Meeting, authorize another person and vote in advance. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.
For shareholders that are legal persons, no strong electronic authentication is required. However, shareholders that are legal persons must notify their book-entry account number and other required information. If a shareholder that is a legal person uses the electronic suomi.fi authorization, registration requires strong electronic authentication from the authorized representative, which can be conducted with online banking codes or a mobile certificate.
Terms and instructions for voting electronically are available on the aforesaid webpage.
- by sending the advance voting form available on the Company’s website or corresponding information to Euroclear Finland Oy, Yhtiökokous, P.O. Box 1110, FI-00101 Helsinki by letter or by email at [email protected].
The advance voting form and instructions relating to the advance voting will be available on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/ no later than on April 6, 2022 at 12:00 p.m. (EET). Additional information is also available by telephone in the number +358 20 770 6892 between from Monday to Friday from 9:00 a.m. to 4:00 p.m. (EET).
If a shareholder participates in the General Meeting by voting in advance in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all information required for registration and advance voting is duly provided. No other notification of participation is required for the General Meeting.
In connection with the registration, a shareholder or a proxy representative is required to provide the requested personal information. The personal data given to Nokian Tyres by shareholders and proxy representatives is only used in connection with the General Meeting and with the processing of related necessary registrations.
3. Proxy representatives and powers of attorney
A shareholder may participate in the General Meeting by proxy. Proxy representatives must also vote in advance in the manner described in this notice.
A proxy representative must produce a dated proxy document or otherwise, in a reliable manner, demonstrate his/her right to represent the shareholder at the General Meeting. If a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares in different book-entry accounts, the shares, by which each proxy representative represents the shareholder, shall be identified in connection with the registration for the General Meeting.
Proxy and voting instruction templates will be available on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/ as from April 6, 2022 onwards. Possible proxy documents shall be delivered primarily through email to [email protected] or as originals by regular mail to the address Nokian Tyres, Pirkkalaistie 7 (P.O. Box 20), 37101 Nokia, Finland, before the end of the registration and advance voting period, by which time the proxy documents must have been received.
If a shareholder delivers a proxy to the Company in accordance with the applicable instructions before the expiry of the registration and advance voting period, this constitutes due registration for the General Meeting, provided that all required information is included in the proxy documents. In addition, proxy representatives must also vote in advance in the manner described in this notice.
Shareholders that are legal persons can also use Suomi.fi e-Authorization service instead of a traditional proxy. To do so a legal person must authorize its representative in Suomi.fi e-Authorization at the address: https://www.suomi.fi/e-authorizations by using the mandate “Representation at the General Meeting”. In connection with the registration to the meeting, the authorized person must identify him/herself in Euroclear Finland Oy’s general meeting services through strong electronic identification after which the e-Authorization is automatically verified. Strong electronic authentication can be conducted with online banking codes or a mobile certificate.
Further information will also be available on www.suomi.fi/e-authorizations and the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/.
4. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares, based on which the shareholder on the record date of the General Meeting, on April 14, 2022, would be entitled to be registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The right to participate in the General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy at the latest by April 25, 2022 at 10:00 a.m. (EET). With regard to nominee-registered shares, this constitutes due registration for the General Meeting.
A holder of nominee-registered shares is advised to request necessary instructions regarding the registration in the Company’s temporary shareholders’ register, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank without delay. The account management organization of the custodian bank must register a holder of nominee-registered shares, who wishes to participate in the General Meeting, in the Company’s temporary shareholders’ register within the registration period applicable to nominee-registered shares. The account management organization of the custodian bank shall also take care of the voting in advance on behalf of the holders of nominee-registered shares within the registration period applicable to nominee-registered shares.
Further information will also be available on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/.
5. Counterproposals, right to ask questions and other information
Shareholders representing at least one hundredth (1/100) of all the shares in the Company have the right to pose counterproposals concerning the matters on the agenda of the General Meeting to be placed for a vote. Such counterproposals shall be delivered to the Company by email to [email protected] at the latest by April 5, 2022 at 4:00 p.m. (EET), by which time the counterproposals must be received by the Company.
In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. A counterproposal is eligible for voting at the General Meeting if the shareholders who have made the counterproposal have the right to attend the meeting and on the record date of the General Meeting represent at least one hundredth (1/100) of all shares in the Company. If a counterproposal is not eligible for voting at the General Meeting, the votes given in favour of such a counterproposal will not be taken into account. The Company will publish potential counterproposals eligible for voting on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/ on April 6, 2022 at the latest.
A shareholder has the right to ask questions with respect to the matters to be considered at the General Meeting pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act. Such questions must be sent by email to [email protected] at the latest by April 11, 2022 at 4:00 p.m. (EET), by which time the questions must be received by the Company.
Such questions by shareholders, responses to such questions by the Company’s Management Group as well as other counterproposals than those eligible for voting will be available on the Company’s website at www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/ on April 19, 2022 at the latest. In connection with asking questions, shareholders are required to provide adequate evidence of their shareholding.
On the date of this notice, March 31, 2022, the total number of shares in Nokian Tyres is 138,921,750, which equals 138,921,750 votes.
Changes in share ownership after the record date of the General Meeting do not affect the right to participate in the General Meeting or a shareholder’s number of votes at the General Meeting.
In Helsinki, on March 31, 2022
Nokian Tyres plc
Board of Directors
More information about the registration and voting in advance
tel. +358 20 770 6892 Monday–Friday between 9 a.m. and 4 p.m. EET
[email protected]
Other additional information:
Päivi Antola
SVP, Corporate Communications and Investor Relations
tel. +358 10 401 7327
[email protected]
Distribution: Nasdaq Helsinki, media, and www.nokiantyres.com