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Tue February 5 02:15 pm 2019 in category Stock exchange releases

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

Nokian Tyres plc Stock Exchange Release February 5, 2019 at 2:15 p.m.

The Board’s proposals to the Annual General Meeting of April 9, 2019 concern the payment of dividends, the remuneration of the Board, the election of the members of Nokian Tyres’ Board of Directors and the Auditor, authorizing the Board to decide on the repurchase the Company’s own shares, Authorization for a share issue, and amendment of the articles of association.

1. Dividend payment

The Board of Directors proposes a dividend of EUR 1.58 per share be paid for the financial period ending on December 31, 2018.

The dividend shall be paid to shareholders included in the shareholder list maintained by Euroclear Finland on the record date of April 11, 2019. The proposed dividend payment date is April 24, 2019.

2. Remuneration

The Personnel and Remuneration Committee of Nokian Tyres’ Board of Directors proposes to the Annual General Meeting the following as regards remuneration: The monthly fee paid to the Chairman of the Board would be EUR 7,500 or EUR 90,000 per year, the monthly fee paid to the Deputy Chairman of the Board and to the Chairman of the Audit Committee would be EUR 5,625 or EUR 67,500 per year, and the monthly fee paid to Members of the Board would be EUR 3,750 or EUR 45,000 per year.

50% of the annual fee is to be paid in cash and 50% in Company shares to the effect that in the period from April 10 to April 30, 2019, EUR 45,000 worth of shares in Nokian Tyres plc will be purchased at the stock exchange on behalf of the Chairman of the Board, EUR 33,750 worth of shares in Nokian Tyres plc will be purchased at the stock exchange on behalf of the Deputy Chairman of the Board and Chairman of the Audit committee, and EUR 22,500 worth of shares will be purchased on behalf of other members of the Board.

The Company is liable to pay any asset transfer taxes, which may arise from the acquisition of the Company shares.

Each member of the Board will receive EUR 600 for meetings held in their home country and EUR 1,200 for meetings held outside their home country. If a member participates in a meeting via telephone or video connection, the remuneration would be EUR 600.

Travel expenses are proposed to be compensated in accordance with the Company’s travel policy.

3. Members of the Board and the Auditor

The Personnel and Remuneration Committee of Nokian Tyres’ Board of Directors proposes to the Annual General Meeting that the Board is comprised of eight members and that all current eight members; Heikki Allonen, Kari Jordan, Raimo Lind, Veronica Lindholm, Inka Mero, George Rietbergen, Pekka Vauramo, and Petteri Walldén be re-elected for the one-year term.

All proposed Board members are independent of the Company and of any major shareholders in the Company.

Additional information on the Board members is available in the Investor information section of Nokian Tyres’ website at www.nokiantyres.com/company/investors/corporate-governance/board-of-directors/ .

The Board of Directors of Nokian Tyres proposes to the Annual General Meeting that KPMG Oy Ab, authorised public accountants, be elected as auditors and that fees be paid according to the auditor’s invoice approved by the Company.

4. The Board asks for the AGM’s authorization to decide on the repurchase of the Company’s own shares

The Board proposes that the Annual General Meeting of Shareholders authorize the Board of Directors to resolve to repurchase a maximum of 5,000,000 shares in the Company by using funds in the unrestricted shareholders’ equity. The proposed number of shares corresponds to 3.6% 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, 2020.

5. The Board asks for the AGM’s authorization for a share issue

The Board of Directors proposes that at the Annual General Meeting of Shareholders the Board would be authorized 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 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 18.1 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 Company’s own shares shall be recognised 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, 2020.

This authorization would invalidate all other Board authorizations regarding share issues and special rights.

6. Amendment of the articles of association

The Board of Directors proposes amendment of the articles of associations as follows:

Current wording:

§8 Auditor

The company shall have one auditor, which must be an authorized 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.

Proposed wording:

§8 Auditor

The company shall have one (1) auditor which must be an auditing firm authorized by the Finnish Patent and Registration Office. The auditor’s term of office expires at the end of the first Annual General Meeting following the election.

Current wording:

§9 Notice of Meeting

The notice to Annual General Meeting must be published, in accordance with the Board of Directors’ decision, on the company’s website and in one national and one Tampere region daily newspaper, no earlier than three months before the record date referred to in Chapter 4, section 2, subsection 2 of the Finnish Companies Act and no later than three weeks before the Annual General Meeting. The invitation must, however, be delivered no later than nine days before the record date of the Meeting.

Proposed wording:

§9 Notice of General Meeting

The notice of a General Meeting shall be published on the company’s website, no earlier than three (3) months before the record date referred to in the Finnish Limited Liability Companies Act and no later than three (3) weeks before the General Meeting. The notice must, however, be delivered no later than nine (9) days before the record date of the General Meeting.

Current wording:

§11 Annual General Meeting

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.

Proposed wording:

§11 Annual General Meeting

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, which include the consolidated financial statements, and annual report;
2. the auditor’s report;

shall resolve:
3. the adoption of the financial statements;
4. the use of the profit shown on 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 auditor;
7. the number of the members of the Board of Directors;

shall elect:
8. the members of the Board of Directors;
9. an auditor; and

shall deal with:

10. any other matters mentioned in the notice of the meeting.

February 5, 2019

Nokian Tyres plc
Board of Directors

Further information: Päivi Antola, SVP, Corporate Communications and Investor Relations, tel. +358 10 401 7327

Notice to the Annual General Meeting with instructions for the participants will be published as a Stock Exchange release on March 15, 2019 at the latest.

Distribution: Nasdaq Helsinki, media, and www.nokiantyres.com