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Wed February 8 08:22 am 2012 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release Feb 8, 2012 at 8:00 a.m.

Proposals by the Board of Directors of
Nokian Tyres plc to the Annual General Meeting



The Board’s proposals to the Annual General Meeting of 12 April, 2012 concern the payment of dividends, the election the members of Nokian Tyres’ Board of Directors and the auditor, as well as an Authorization for a share issue.

1. The Board’s proposal on dividend payment

The Board proposes to the Annual General Meeting that a dividend of EUR 1.20 per share 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 on the record date of 17 April, 2012. The proposed dividend payment date is 3 May, 2012.

2. Members of the Board and the auditor

The Nomination and Remuneration Committee of Nokian Tyres’ Board of Directors proposes to the Annual General Meeting that the Board comprise of seven members and that the six current members (Kim Gran, Hille Korhonen, Hannu Penttilä, Benoit Raulin, Aleksey Vlasov and Petteri Walldén) be re-elected for the one-year term. One new member, Mr. Risto Murto, is proposed to be elected as a new member.

Kim Gran is the President and CEO of the company. The other Board members are independent of the company. All Board members except Benoit Raulin and Risto Murto are independent of any major shareholders of the company. Additional information on the proposed current Board members is available in the Investor information section of Nokian Tyres’ website at www.nokiantyres.com/investors.

The Nomination and Remuneration Committee of Nokian Tyres’ Board of Directors proposes 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. In addition, according to the existing practices, 50% of the annual fee be paid in cash and 50% in company shares, such that in the period from April 12 to April 30, 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. It is also proposed that, members of the Board are also granted an attendance fee of EUR 600 per meeting. It is not proposed to pay a separate compensation to the President and CEO for Board work.

The Board of Directors of Nokian Tyres proposes to the Annual General Meeting that KPMG Oy Ab, authorised public accountants, be elected as auditors.

3. Authorization for a share issue

The Board of Directors proposes that at the Annual General Meeting the Board should be authorised 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 proposed authorisation accounts for approximately 19% of the company’s shares.

The authorisation 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 authorisation, 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. It is proposed that this authorisation 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 recognised under unrestricted equity reserve.

The authorisation will be effective for five years from the decision made at the Annual General Meeting. This authorisation will invalidate all other Board authorisations regarding share issues and convertible bonds.



8 February, 2012

Nokian Tyres plc
Board of Directors

For further information: Anne Leskelä, Vice President, Finance and Control, tel. +358 10 401 7481

Distribution: NASDAQ OMX, media and www.nokiantyres.com