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Wed February 6 08:00 am 2013 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release Feb 6, 2013 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 11 April, 2013 concern the payment of dividends, the election the members of Nokian Tyres’ Board of Directors and the auditor, issue of stock options and authorization to repurchase treasury shares.

1. Dividend payment

The Board proposes to the Annual General Meeting that a dividend of EUR 1.45 per share be paid for the period ending on 31 December, 2012.

The dividend shall be paid to shareholders included in the shareholder list maintained by Euroclear Finland on the record date of 16 April, 2013. The proposed dividend payment date is 26 April, 2013.

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 six members and all members (Kim Gran, Hille Korhonen, Risto Murto, Hannu Penttilä, Aleksey Vlasov and Petteri Walldén) be re-elected for the one-year term.

Kim Gran is the President and CEO of the company. The other Board members are independent of the company. All Board members 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, 2013, 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. Issue of stock options

The Board of Directors proposes that stock options be issued by the General Meeting of Shareholders to the personnel of the Nokian Tyres Group as well as to a wholly owned subsidiary of Nokian Tyres plc, on the terms and conditions attached hereto.

The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the personnel. The purpose of the stock options is to encourage the personnel to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the personnel to the Company.

The maximum total number of stock options issued will be 3,450,000 and they will be issued gratuitously. Of the stock options, 1,150,000 are marked with the symbol 2013A, 1,150,000 are marked with the symbol 2013B and 1,150,000 are marked with the symbol 2013C. The stock options entitle their owners to subscribe for a maximum total of 3,450,000 new shares in the Company or existing shares held by the Company. The stock options now issued can be exchanged for shares constituting a maximum total of 2.5 percent of all of the Company’s shares and votes of the shares, after the potential share subscription, if new shares are issued in the share subscription.

The share subscription period for stock options 2013A, will be 1 May 2015 - 31 May 2017, for stock options 2013B, 1 May 2016 - 31 May 2018 and for stock options 2013C, 1 May 2017 - 31 May 2019.

The share subscription price for stock option 2013A is the trade volume weighted average quotation of the Company’s share on NASDAQ OMX Helsinki Ltd. during 1 January - 30 April 2013, for stock option 2013B, the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd. during 1 January - 30 April 2014, and for stock option 2013C, the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd. during 1 January - 30 April 2015. The share subscription price will be credited to the reserve for invested unrestricted equity.

The Board of Directors will decide on the distribution of stock options annually in spring 2013, 2014 and 2015.

A share ownership plan shall be incorporated with the 2013 stock options, obliging the Group’s senior management to acquire the Company’s shares with a proportion of the income gained from the stock options.

4. Authorizing the Board of Directors to resolve to repurchase treasury shares

The Board proposes that the Annual General Meeting of Shareholders authorize the Board of Directors to resolve to repurchase a maximum of 300,000 shares in the Company by using funds in the unrestricted shareholders’ equity. The proposed number of shares corresponds 0.2 per cent of all shares of the Company.

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 Board decides how treasury shares will be repurchased. Treasury shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
It is proposed that the authorization be used for purposes determined by the Board of Directors, among other things, for the Company’s incentive plans.

It is proposed that the authorization be effective until the next Annual General Meeting of Shareholders, however, at most until 11 October 2014.

6 February, 2013

Nokian Tyres plc
Board of Directors

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

Appendix: Stock option terms and conditions

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

NOKIAN TYRES PLC STOCK OPTIONS 2013

The Board of Directors of Nokian Tyres plc (the Board of Directors) has at its meeting on 5 February 2013 resolved to propose to the Annual General Meeting of Shareholders of Nokian Tyres plc to be held on 11 April 2013, that stock options be issued to the personnel of Nokian Tyres plc (the Company) and its subsidiaries (jointly the Group) and to a fully owned subsidiary of the Company, on the following terms and conditions:

I STOCK OPTION TERMS AND CONDITIONS

1. Number of Stock Options

The maximum total number of stock options issued is 3,450,000, and they entitle their owners to subscribe for a maximum total of 3,450,000 new shares in the Company or existing shares held by the Company (the share). The Board of Directors shall decide whether new shares or existing shares held by the company are given to subscribers.

2. Stock Options

Of the stock options, 1,150,000 are marked with the symbol 2013A, 1,150,000 are marked with the symbol 2013B and 1,150,000 are marked with the symbol 2013C. The Board of Directors shall have the right to convert stock options held by the subsidiary from one stock option class to another.

3. Right to Stock Options

The stock options shall be issued gratuitously to the personnel employed by or in the service of the Group, and to Direnic Oy, a fully owned subsidiary of the Company (the Subsidiary). The Company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the Group's incentive and commitment program for the Group personnel.

4. Distribution of Stock Options

The Board of Directors shall annually decide upon the distribution of stock options to the personnel employed by or to be recruited by the Group. The Subsidiary shall be given stock options to such extent that the stock options are not distributed to the Group personnel. The Board of Directors may decide on particular additional provisions concerning the stock options upon distribution of stock options. The Board of Directors shall decide upon the further distribution of the stock options given to the Subsidiary or returned later to the Subsidiary.

Distribution of stock options to the Group personnel outside Finland may be restricted or it may be subject to additional terms on the basis of local laws and other regulations.

The people, to whom stock options are issued, shall be notified in writing by the Board of Directors about the offer of stock options. The stock options shall be delivered to the recipient when he or she has accepted the offer of the Board of Directors.

The stock options shall be regarded as a discretionary and nonrecurring part of compensation. The stock options shall not be regarded as a part of a stock option recipient's employment or service contract, and they shall not be regarded as a salary or fringe benefit. A stock option recipient shall, during his employment, service or thereafter, have no right to receive compensation on any grounds for stock options.

Stock option recipients shall be liable for all taxes and tax-related consequences arising from receiving or exercising stock options.

5. Transfer and Forfeiture of Stock Options

The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock options may freely be transferred and pledged, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer or pledge of stock options also before such date. Should the stock option owner transfer or pledge his or her stock options, such person shall be obliged to inform the Company about the transfer or pledge in writing, without delay. The Board of Directors may, at its discretion, decide to restrict the transfer of stock options in certain countries, e.g. for legal or administrative reasons.

Should a stock option owner cease to be employed by or in the service of a company belonging to the Group, for any reason other than the death or the statutory retirement of a stock option owner or the retirement of a stock option owner in compliance with the employment or service contract, or the retirement of a stock option owner otherwise determined by the Company, or the permanent disability of a stock option owner, such person shall, without delay, forfeit to the Company or its designate, without compensation, such stock options that the Board of Directors has distributed to him or her at its discretion, for which the share subscription period specified in Section II.2 has not begun, on the last day of such person's employment or service. Should the rights and obligations arising from the stock option owner's employment or service be transferred to a new owner or holder, upon the employer's transfer of business, the proceedings shall be similar. As an exception to the above, the Board of Directors may, at its discretion, decide, when appropriate, that the stock option owner is entitled to keep such stock options, or a part of them.

The Board of Directors may decide on incorporation of the stock options 2013 into the book-entry securities system. Should the stock options having been incorporated into the book-entry securities system, the Company shall have the right to request and get transferred all forfeited stock options from the stock option owner's book-entry account on the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company shall be entitled to register transfer restrictions and other respective restrictions concerning the stock options on the stock option owner's book-entry account, without the consent of the stock option owner.

A stock option owner shall, during his employment, service or thereafter, have no right to receive compensation on any grounds for stock options that have been forfeited in accordance with these terms and conditions.

II SHARE SUBSCRIPTION TERMS AND CONDITIONS

1. Right to subscribe for Shares

Each stock option entitles its owner to subscribe for one (1) new share in the Company or an existing share held by the Company. The share subscription price shall be credited to the reserve for invested unrestricted equity. The Subsidiary shall not be entitled to subscribe for shares in the Company, on the basis of the stock options.

2. Share Subscription and Payment

The share subscription period shall be
- for stock option 2013A 1 May 2015—31 May 2017
- for stock option 2013B 1 May 2016—31 May 2018
- for stock option 2013C 1 May 2017—31 May 2019.

Should the last day of the share subscription period not be a banking day, the share subscription may be made on a banking day following the last share subscription day.

Share subscriptions shall take place at the head office of the Company or possibly at another location and in the manner determined later. Upon subscription, payment for the shares subscribed for, shall be made to the bank account designated by the Company. The Board of Directors shall decide on all measures concerning the share subscription.

3. Share Subscription Price

The share subscription price shall be:
- for stock option 2013A, the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd. during 1 January—30 April 2013
- for stock option 2013B, the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd. during 1 January—30 April 2014
- for stock option 2013C, the trade volume weighted average quotation of the share on NASDAQ OMX Helsinki Ltd. during 1 January—30 April 2015.

Should the dividend ex date fall on the period for determination of the share subscription price, such dividend shall be added to the trading prices of the share trading made as from the dividend ex date, when calculating the trade volume weighted average quotation of the share. Should the Company distribute assets from reserves of unrestricted equity, or distribute share capital to the shareholders, the proceedings shall be similar.

The share subscription price of the stock options may be decreased in certain cases mentioned in Section 7 below. The share subscription price shall, nevertheless, always amount to at least EUR 0.01.

4. Registration of Shares

Shares subscribed for and fully paid shall be registered on the book-entry account of the subscriber.

5. Shareholder Rights

The dividend rights of the new shares and other shareholder rights shall commence when the shares have been entered into the Trade Register.

Should existing shares, held by the Company, be given to the subscriber of shares, the subscriber shall be given the right to dividend and other shareholder rights after the shares having been registered on his or her book-entry account.

6. Share Issues, Stock Options and Other Special Rights entitling to Shares before Share Subscription

Should the Company, before the share subscription, decide on an issue of shares or an issue of new stock options or other special rights entitling to shares so that the shareholders have pre-emptive rights to subscription, a stock option owner shall have the same right as, or an equal right to, that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription prices or both of these.

7. Rights in Certain Cases

Should the Company distribute dividends or similar assets from reserves of unrestricted equity, from the share subscription price of the stock options, shall be deducted the amount of the dividend or the amount of the distributable unrestricted equity decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the dividend record date or the record date of the repayment of equity.

Should the Company reduce its share capital by distributing share capital to the shareholders, from the share subscription price of the stock options, shall be deducted the amount of the distributable share capital decided after the beginning of the period for determination of the share subscription price but before share subscription, as per the record date of the repayment of share capital.

Should the Company be placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his or her share subscription right, within a period of time determined by the Board of Directors. Should the Company be deregistrated, before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder.

Should the Company resolve to merge with another company as a merging company or merge with a company to be formed in a combination merger, or should the Company resolve to be demerged entirely, the stock option owners shall, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for shares with their stock options, within a period of time determined by the Board of Directors. Alternatively, the Board of Directors may give a stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board of Directors, or the right to sell stock options prior to the registration of the execution of a merger or a demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. The Board of Directors shall decide on the impact of potential partial demerger on the stock options. In the above situations, the stock option owners shall have no right to require that the Company redeems the stock options from them at fair value.

Acquisition or redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the stock option owner. Should the Company, however, resolve to acquire or redeem its own shares from all shareholders, the stock option owners shall be made an equivalent offer.

Should a redemption right and obligation to all of the Company's shares, as referred to in Chapter 18 Section 1 of the Limited Liability Companies Act, arise to any of the shareholders, prior to the end of the share subscription period, on the basis that a shareholder possesses over 90 percent of the shares and the votes of the shares of the Company, the stock option owners shall be given a possibility to use their right of share subscription by virtue of the stock options, within a period of time determined by the Board of Directors, or the stock option owners shall have an equal obligation to that of shareholders to transfer their stock options to the redeemer, although the transfer right defined in Section I.5 above had not begun.

III OTHER MATTERS

These terms and conditions shall be governed by the laws of Finland. Disputes arising out of or relating to these stock options shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce. The place of arbitration is Helsinki, Finland and the arbitral tribunal is composed of one arbitrator. The language of arbitration is Finnish or English.

The Board of Directors may decide on the technical amendments resulting from incorporation of stock options into the book-entry securities system, to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered as essential. Other matters related to the stock options shall be decided on by the Board of Directors, and the Board of Directors may give stipulations binding on the stock option owners.

Should the stock option owner act against these terms and conditions, or against the instructions given by the Company, on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities, the Company shall be entitled to gratuitously withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, from the stock option owner.

The Company may maintain a register of the stock option owners to which the stock option owners' personal data is recorded. The Company may send all announcements regarding the stock options to the stock option owners by e-mail.

These terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the Finnish shall prevail.