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
To download the Appendix: Stock option terms and conditions to this release, go to http://www.nokiantyres.com/release?id=32288107
