The General Meeting adopted the financial statements for 2023, discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2023 and adopted the Company's Remuneration Report and Remuneration Policy for governing bodies.
The General Meeting also decided on the payment of dividend as well as the authorization of the Board of Directors to resolve on a dividend to be paid in December, the composition of the Board of Directors and their remuneration, the election of the auditor and its remuneration, authorized the Board of Directors to decide on the repurchase of the Company's own shares, authorized the Board of Directors to decide on the issuance of shares and special rights entitling to shares, and authorized the Board of Directors to decide on donations.
Dividend
The General Meeting decided that a dividend of
In addition, the General Meeting decided to authorize the Board of Directors to resolve on a dividend of a maximum of
Remuneration for members of the Board of Directors
The General Meeting decided that the members of the Board of Directors be paid the following remuneration: to the Chair of the Board of Directors
Furthermore, the General Meeting decided on a meeting fee of
Members of the Board of Directors
The General Meeting decided that the number of the members of the Board of Directors shall be nine.
All members of the Board are independent of the Company and its significant shareholders with the exception of Reima Rytsölä, who is deemed not to be independent of a significant shareholder of the Company based on his position as the CEO of
Election of the auditor and its remuneration
The General Meeting decided to re-elect authorised public accountant firm
The General Meeting decided that the auditor's fees shall be paid according to the auditor's reasonable invoice approved by the Company.
Authorizing the Board of Directors to decide on the repurchase of the Company's own shares
The General Meeting authorized the Board of Directors 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).
The authorization will be effective until the next Annual General Meeting, however, at most until
The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on
Authorizing the Board of Directors to decide on the issuance of shares and special rights entitling to shares
The General Meeting authorized the Board of Directors to resolve 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 provisions of the law. Under the authorization, 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 Limited Liability Companies Act, including the recipients of shares or special rights entitling to shares, and the compensation to be paid. It was decided that the 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.
The authorization will be effective until the next Annual General Meeting, however at most until
The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on
Authorizing the Board of Directors to decide on donations
The General Meeting authorized the Board of Directors to resolve on donations in the aggregate maximum amount of
The authorization will be effective until the next Annual General Meeting, however at most until
The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on
The minutes of the General Meeting
The minutes of the General Meeting will be available on the Company's website at
www.nokiantyres.com/annual-general-meeting/2024/ as from
Additional information:
SVP, Communications, Investor Relations and Brand
tel. +358 10 401 7327, IR@nokiantyres.com
https://news.cision.com/nokian-tyres/r/decisions-of-the-annual-general-meeting-of-nokian-tyres-plc,c3970611
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