The Board of Directors' proposals for the Annual General Meeting concern the payment of dividends, the adoption of the remuneration policy, the remuneration of the Board, the election of the members of
1. Dividend payment
The Board of Directors proposes to the Annual General Meeting that a dividend of
The dividend will be paid to a shareholder who is registered in the shareholder register maintained by
2. Adoption of the Remuneration Policy
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Policy. The Remuneration policy will be published by a stock exchange release and will be available on the Company's website at https://www.nokiantyres.com/company/investors/ir-services/ir-calendar/annual-general-meetings/by
3. Remuneration
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 is proposed to receive
4. Members of the Board and the Auditor
All proposed Board members are independent of the Company and of any major shareholders in the Company.
Additional information on the Board members will be available on
The Board of Directors of
5. The Board asks for the AGM's authorization to decide on the repurchase of the Company's own shares
The Board proposes to the Annual General Meeting that the Board of Directors be authorized 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 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
6. The Board asks for the AGM's authorization for a share issue
The Board of Directors proposes to the Annual General Meeting that the Board be authorized to decide 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 is proposed to include 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
7. Establishment of a Shareholders' Nomination Board
The Board of Directors proposes to the Annual General Meeting to establish a Shareholders' Nomination Board consisting of major shareholders of the Company or persons appointed by such shareholders for preparing, annually, proposals concerning the composition, election and the remuneration of the members of the Board of Directors of the Company. In addition, the Board of Directors proposes that the Charter of the Shareholders' Nomination Board which regulates the nomination and composition of the Nomination Board as well as defines the tasks and duties of the Nomination Board, be adopted.
8. Amendments to the Articles of Association
The Board of Directors proposes to the Annual General Meeting to amend the Articles of Association so that the last sentence in section §4 ("Board of Directors") be removed. According to the proposal, section §4 would read as follows in its entirety:
"§4 BOARD OF DIRECTORS
The Company's administration and proper organization of operations shall be the responsibility of the Board of Directors, consisting of a minimum of four and a maximum of eight members, in accordance with the decision made by the General Meeting of the Shareholders.
The term of office of the members of the Board of Directors ends at the closing of the first Annual General Meeting following the election."
Furthermore, the Board of Directors proposes to the Annual General Meeting to amend section §11 ("Annual General Meeting") so that the Annual General Meeting shall also resolve, in addition to the items currently listed in section §11, on the adoption of the remuneration policy, when necessary (amended section §11, second paragraph, new sub-item 6), and on the adoption of the remuneration report (amended section §11, second paragraph, sub-item 7), and that the numbering of current sub-items 6-10 of section §11 be changed accordingly due to the above-mentioned amendments.
According to the proposal, section §11 of the Articles of Association would read as follows in its entirety:
"§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
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. adoption of the remuneration policy, when necessary;
7. adoption of the remuneration report;
8. the remuneration payable to the members of the Board of Directors and the auditor;
9. the number of the members of the Board of Directors;
shall elect:
10. the members of the Board of Directors;
11. an auditor; and
shall deal with:
12. any other matters mentioned in the notice of the meeting."
Board of Directors
Further information:
Notice to the Annual General Meeting with instructions for the participants will be published as a
Distribution: Nasdaq Helsinki, media, and www.nokiantyres.com
https://news.cision.com/nokian-tyres/r/proposals-by-the-board-of-directors-of-nokian-tyres-plc-to-the-annual-general-meeting,c3027036
(c) 2020 Cision. All rights reserved., source