Nokian Tyres plc Stock Exchange Announcement March 14,2007 at 3 pm
NOKIAN TYRES PLC ANNUAL GENERAL MEETING CALL
The shareholders of Nokian Tyres plc are called to the Annual General Meeting to
be held on Tuesday, 3 April 2007 at 4:00 p.m. at Tampere-talo/Pieni sali,
Yliopistonkatu 55, Tampere, Finland. Registration and handing out of ballot
papers will start at the meeting place at 3:00 p.m. in the day of the meeting.
The agenda of the Annual General Meeting is as follows:
1. Matters to be decided upon under Article 13 of the Articles of Association.
1.1 Presentation of the Company's Profit and Loss Statement, Balance Sheet
1.2 Presentation of the Auditor's Report
1.3 Decision concerning the approval of the Profit and Loss Statement and the
Balance Sheet
1.4 Decision concerning the disposal of the profit
The Board of Directors proposes at the Annual General Meeting of Shareholders
that a dividend of EUR 0.31 per share is paid for the fiscal year 2006. The
dividend will be paid to shareholders who on the record date, 10 April 2007,
have been entered in the Company's shareholder register maintained by the
Finnish Central Securities Depository Ltd. The payment date for the dividend is
proposed to be 17 April 2007.
1.5 Decision concerning the discharge of the Members of the Board of Directors
and the Managing Director from responsibility
1.6. Decision concerning the remuneration of the Board Members and of the
Auditor
The Board of Directors proposes that the monthly fee paid to the Chairman of the
Board would be EUR 5,000 or EUR 60,000 per year, and the monthly fee paid to
Members of the Board EUR 2,500 or EUR 30,000 per year. The Board of Directors
also proposes that according to the existing practices, 60% of the annual fee be
paid in cash and 40% in company shares to the effect that in the period from 4
April to 30 April 2007, EUR 24,000 worth of Nokian Tyres Plc shares will be
purchased at the stock exchange on behalf of the Chairman of the Board and EUR
12,000 worth of shares on behalf of each Board Member.
The proposal means that the final fee paid to Members of the Board would be tied
to the company's share performance.
It is not proposed to pay a separate compensation to the President and CEO for
Board work.
The Board of Directors proposes that each member of the Committee will receive a
meeting fee of EUR 500 per each possible attended meeting of the Committee.
1.7 The decision concerning the number of members of the Board of Directors
According to the Nokian Tyres' Articles of Association, the Board of Directors
consists of a minimum of three members and a maximum of eight members. The
proposal is to elect seven members for the Board of Directors and one person for
the Auditor.
1.8 Election of members of the Board of Directors
The nominates are the current Members of the Board of Directors: Kim Gran, Rabbe
Grönblom, Hille Korhonen, Hannu Penttilä, Koki Takahashi, Aleksey Vlasov and
Petteri Walldén.
1.9 Election of Auditor
The nominate for the Nokian Tyres' Auditor is authorized public accountants KPMG
Oy Ab.
2. The Board of Directors' proposal to authorise the Board of Directors to make
a decision on a share issue and on granting special rights entitling to shares.
The Board of Directors proposes that at the Annual General Meeting the Board
should be authorised to make a decision to offer no more than 24,000,000 shares
through a share issue, or by granting special rights under chapter 10 section 1
of the Finnish 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 authorisation accounts for approximately 20% of the company's entire
share capital. The company has one type of share with a nominal value of EUR
0.20.
The authorisation 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 authorisation, 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 Companies Act, including the
recipients of shares or special rights entitling to shares, and the compensation
to be paid. It is proposed that this authorisation be exercised for purposes
determined by the Board of Directors.
The authorisation will be effective for five years from the decision made at the
Annual General Meeting. This authorisation will invalidate all other Board
authorisations regarding share issues and convertible bonds.
3. Board's proposal concerning the 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 shall be 6,750,000. The stock
options entitle their owners to subscribe for a maximum total of 6,750,000 new
shares in the Company. The stock options now issued can be exchanged for shares
constituting a maximum total of 5.2% of the Company's shares and votes of the
shares, after the potential share subscription.
The share subscription price shall be based on the prevailing market price of
the Nokian Tyres plc share on the Helsinki Stock Exchange in January—March 2007,
January—March 2008 and January—March 2009. The share subscription period for
stock options 2007A shall be 1 March 2009—31 March 2011, for stock options
2007B, 1 March 2010—31 March 2012 and for stock options 2007C, 1 March 2011—31
March 2013.
A share ownership plan, in which the Group's top management is obliged to
acquire the Company's shares with a proportion of the income gained from the
stock options, shall be incorporated to the stock options 2007. The manner, in
which the share ownership plan shall be executed, shall be decided by the Board
of Directors in connection with the decision to distribute stock options.
Attending The Annual General Meeting
Shareholders registered in the company shareholder register maintained by the
Finnish Central Securities Depository Ltd by 23 March 2007 at the latest, are
entitled to attend the Annual General Meeting.
Any shareholder wishing to attend the Annual General Meeting must register in
writing by 3:00 p.m. on 29 March 2007 to: Nokian Tyres plc, P.O.Box 20,
FIN-37101 Nokia, Finland; or by telephone: +358 3 340 7641, or by fax: +358 3
340 7799, or by email yhtiokokous@nokiantyres.com or by internet
www.nokiantyres.com/annualgeneralmeeting_2007. Registrations must arrive before
the end of the registration period. Any credentials shall be delivered to the
above address together with the registration.
Documents on display and Annual Report
The company's Financial Statements and above mentioned proposals of the Board of
Directors with the enclosures, are available for shareholders' investigation
during the period of one week prior to the Annual General Meeting at the
company's headquarters, Pirkkalaistie 7, 37100 Nokia, Finland. Copies of these
documents will be sent to shareholders on request. The proposals of
the Board of Directors are also available on the internet at
www.nokiantyres.com. The Annual Reports will be sent to the biggest shareholders
during the week starting 26th of March.
Nokian Tyres plc
Raila Hietala-Hellman
Vice President, Corporate Communications
Further information: Mrs. Anne Leskelä, Vice President, Finance and Control,
tel. +358 3 340 7481.
Distribution: OMX and major media
ENCLOSURE: Terms and Conditions of the Stock Options 2007
ENCLOSURE
NOKIAN TYRES PLC STOCK OPTIONS 2007
The Board of Directors of Nokian Tyres plc (Board of Directors) has in its
meeting on 14 February 2007 resolved to propose to the Annual General Meeting of
Shareholders of Nokian Tyres plc (Company) to be held on 3 April 2007 that stock
options be issued to the personnel of the Company and its subsidiaries (Group)
and to a wholly 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 shall be 6,750,000, and they
entitle their owners to subscribe for a maximum total of 6,750,000 new shares in
the Company.
2. Stock Options
Of the stock options, 2,250,000 shall be marked with the symbol 2007A, 2,250,000
shall be marked with the symbol 2007B and 2,250,000 shall be marked with the
symbol 2007C.
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.
3. Right to Stock Options
The stock options shall be issued gratuitously to the personnel employed by or
in the service of the Group until further notice and to Direnic Oy (Subsidiary),
a wholly owned subsidiary of the Company. 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 personnel.
4. Distribution of Stock Options
The Board of Directors shall decide upon the distribution of the stock options.
The Subsidiary shall be granted stock options to the extent that the stock
options are not distributed to the personnel of the Group.
The Board of Directors shall later decide upon the further distribution of the
stock options granted or returned later to the Subsidiary, to the personnel
employed by or to be recruited by the Group.
Upon issue, all stock options 2007B and 2007C and those stock options 2007A that
are not distributed to the personnel, shall be granted to the Subsidiary. The
Subsidiary can distribute stock options 2007 to the personnel employed by or to
be recruited by the Group, by the resolution of the Board of Directors.
5. Transfer of Stock Options and Obligation to offer Stock Options
The stock options are freely transferable, when the relevant share subscription
period has begun. The Board of Directors may, however, permit the transfer of
stock options also before such date. The Company shall hold the stock options on
behalf of the stock option owner until the beginning of the share subscription
period. The stock option owner has the right to acquire possession of the stock
options when the relevant share subscription period begins. Should the stock
option owner transfer his/her stock options, such person is obliged to inform
the Company about the transfer in writing, without delay.
Should a stock option owner cease to be employed by or in the service of the
Group, for any reason than the death or the statutory retirement of a stock
option owner, such person shall, without delay, offer to the Company or its
order, free of charge, the stock options 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. The Board of Directors can, however, in the
above-mentioned cases, decide that the stock option owner is entitled to keep
such stock options, or a part of them, which are under the offering obligation.
Regardless of whether the stock option owner has offered his/her stock options
to the Company or its order or not, the Company can inform the stock option
owner in writing that the stock option owner has lost his/her stock options on
the basis of the above-mentioned reasons. Should the stock options be
transferred to the book-entry securities system, the Company has the right,
whether or not the stock options have been offered to the Company or its order,
to request and get transferred all the stock options under the offering
obligation from the stock option owner's book-entry account to the book-entry
account appointed by the Company, without the consent of the stock option owner.
In addition, the Company is entitled to register transfer restrictions and other
respective restrictions concerning the stock options to the stock option owner's
book-entry account, without the consent of the stock option owner.
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
1. Right to subscribe for new Shares
Each stock option entitles its owner to subscribe for one (1) new share in the
Company. As a result of the share subscriptions, the number of the Company's
shares may be increased by a maximum of 6,750,000 new shares. As long as the
Company's share has a nominal value, the amount of the share subscription price
corresponding to the nominal value shall be entered as an increase in the share
capital. Otherwise the share subscription price shall be entered into the
invested unrestricted equity fund.
The Subsidiary shall not be entitled to subscribe for shares on the basis of the
stock options.
2. Share Subscription and Payment
The share subscription period shall be
- for stock option 2007A 1 March 2009—31 March 2011
- for stock option 2007B 1 March 2010—31 March 2012
- for stock option 2007C 1 March 2011—31 March 2013.
Share subscriptions shall take place at the head office of the Company or
possibly at another location to be determined later. In the case of the stock
options having been transferred to the book-entry securities system, the stock
options with which shares have been subscribed for shall be deleted from the
subscriber's book-entry account. Upon subscription, payment for the shares
subscribed for, shall be made to the bank account appointed 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 2007A, the trade volume weighted average quotation of the share
on the Helsinki Stock Exchange during 1 January—31 March 2007
for stock option 2007B, the trade volume weighted average quotation of the share
on the Helsinki Stock Exchange during 1 January—31 March 2008
for stock option 2007C, the trade volume weighted average quotation of the share
on the Helsinki Stock Exchange during 1 January—31 March 2009.
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 the nominal value of the share. If the
share has no nominal value, 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 in the book-entry
account of the subscriber.
5. Shareholder Rights
The dividend rights of the shares and other shareholder rights shall commence
when the new shares have been registered.
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, 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 price or both of these.
7. Rights in Certain Cases
If the Company distributes dividends or funds from the unrestricted equity fund,
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.
If the Company reduces 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.
If the Company is placed in liquidation before the share subscription, the stock
option owner shall be given an opportunity to exercise his/her share
subscription right before the liquidation begins, within a period of time
determined by the Board of Directors. If the Company is deleted from the
register, before the share subscription, the stock option owner shall have the
same right as, or an equal right to, that of a shareholder.
If the Company resolves to merge into another company as the company being
acquired or into a company to be formed in a combination merger, or if the
Company resolves to be divided, the stock option owners shall, before the merger
or division, be given the right to subscribe for the shares with their stock
options, within a period of time determined by the Board of Directors. After
such period, no share subscription right shall exist. In the above situations,
the stock option owners shall have no right to require that the Company redeem
the stock options from them at their market value.
Acquisition or conveyance of the Company's own shares or acquisition of stock
options or other special rights entitling to shares shall have no impact on the
status of the stock option owner. If the Company, however, resolves to acquire
or convey its own shares from all shareholders, the stock option owners shall be
made an equivalent offer.
If a redemption right and obligation to all of the Company's shares, as referred
to in Chapter 18 Section 1 of the Finnish Companies Act, arises to any of the
shareholders, before the end of the share subscription period, on the basis that
a shareholder possesses over 90% 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 they shall be given an equal
possibility to that of shareholders to sell their stock options to the redeemer,
irrespective of the transfer restriction defined in Section I.5 above. A
shareholder who possesses over 90% of the shares and votes of the shares of the
Company has the right to purchase the stock option owner's stock options at
their market value.
III OTHER MATTERS
These terms and conditions shall be governed by Finnish law. Disputes arising in
relation to the stock options shall be settled by arbitration in accordance with
the Arbitration Rules of the Central Chamber of Commerce. Disputes arising in
relation to the application of the Finnish Companies Act shall, however, be
heard in competent courts, as referred to in Chapter 24 Section 1 of the Finnish
Companies Act.
The Board of Directors may decide on the transfer of the stock options to the
book-entry securities system at a later date and on the resulting technical
amendments to these terms and conditions, as well as on other amendments and
specifications to these terms and conditions which are not considered essential.
Other matters related to the stock options shall be decided on by the Board of
Directors.
The Company shall be entitled to withdraw the stock options which have not been
transferred, or with which shares have not been subscribed for, free of charge,
if the stock option owner acts against these terms and conditions, or against
the regulations given by the Company on the basis of these terms and conditions,
or against applicable law, or against the regulations of the authorities.
These terms and conditions have been made in Finnish and in English. In the case
of any discrepancy between the Finnish and English terms and conditions, the
Finnish terms and conditions shall decide.