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2011-03-31 13:45:00 CEST 2011-03-31 13:45:26 CEST REGULATED INFORMATION Tikkurila Oyj - Decisions of general meetingDecisions of the Annual General Meeting of TikkurilaTikkurila Oyj Stock Exchange Release March 31, 2011 at 2.45 pm (CET+1) The Annual General Meeting of Tikkurila Oyj approved the Board proposal of a EUR 0.70 dividend per share for the financial year 2010. The Annual General Meeting re-elected Eeva Ahdekivi, Jari Paasikivi, Pia Rudengren and Petteri Walldén to the Board of Directors and elected Riitta Mynttinen as a new member. The AGM approved all Board proposals. The detailed proposals are available at www.tikkurilagroup.com Dividend payment The dividend of EUR 0.70 per share will be paid to a shareholder who is registered in the Company's Shareholder Register maintained by Euroclear Finland Ltd on the dividend record date, April 5, 2011. The dividend will be paid on April 12, 2011. Remuneration of the Chairman, the Vice Chairman and the members of the Board of Directors The remuneration to the members of the Board of Directors will be as follows: EUR 57,000 for the Chairman, EUR 37,000 for the Vice Chairman and EUR 31,000 for other members of the Board of Directors. 40 percent of the annual remuneration will be paid in Tikkurila Oyj's shares acquired from the market and the rest in cash. The shares will be acquired directly on behalf of the Board members within two weeks from the release of the interim report for January 1-March 31, 2011. Furthermore, a meeting fee for each meeting of the Board and its Committees (excluding decisions without a meeting) will be paid to the members of the Board of Directors as follows: EUR 600 to members residing in Finland, EUR 1,200 to members residing in rest of Europe and EUR 2,400 to members residing outside Europe. The remuneration paid for telephone meetings will be EUR 600. Travel expenses will be paid according to the travel policy of the Company. Election and remuneration of the auditor The auditor's fees will be paid against an invoice approved by the Company. KPMG Oy Ab was re-elected as the Company's auditor APA Pekka Pajamo acting as the principal auditor. Authorization to decide on the repurchase of the Company's own shares The Annual General Meeting authorized the Board of Directors to decide upon repurchase of a maximum of 4,400,000 Company's own shares. The shares may be repurchased to be used for financing or implementing possible mergers and acquisitions, developing the Company's equity structure, improving the liquidity of the Company's shares or to be used for the payment of the annual fees payable to the members of the Board of Directors or for implementing the share-based incentive programs of the Company. Authorization to decide on share issues The Annual General Meeting authorized the Board of Directors to decide to transfer a maximum of 4,400,000 Company's own shares held by the Company and to issue a maximum of 4,400,000 new shares. The company's own shares held by the company may be transferred and the new shares may be issued either against payment or without payment. The new shares may be issued and the Company's own shares held by the Company may be transferred to the Company's shareholders in proportion to their current shareholdings in the Company or deviating from the shareholders' pre-emptive right through a directed share issue, if the Company has a weighty financial reason to do so, such as financing or implementing mergers and acquisitions, developing the Company's equity structure, improving the liquidity of the Company's shares, to be used for the payment of the annual fees payable to the members of the Board of Directors or implementing the share-based incentive programs of the Company. A directed share issue may be carried out without payment only in connection with the payment of the annual fees payable to the members of the Board of Directors or implementing the share-based incentive programs of the Company. Establishment of the Nomination Board The Annual General Meeting decided to establish a Nomination Board consisting of shareholders or representatives of shareholders to prepare and present a proposal for the next Annual General Meeting concerning the composition and remuneration of the Board of Directors. The Nomination Board will be convened so that each of the Company's three largest shareholders registered on August 31, 2011 as shareholders in the shareholders' register maintained by Euroclear Finland Ltd and having the most voting rights be requested to appoint one member to the Nomination Board. In addition, the Chairman of the Board of Directors of Tikkurila will act as an expert member of the Nomination Board. Other decisions and the minutes of the meeting The Annual General Meeting approved the Annual Accounts for 2010 and decided to discharge the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting authorized the Board of Directors to donate a maximum amount of EUR 150,000 to the Aalto University Foundation to be used for the Aalto University Foundation's basic capital. The minutes of the Annual General Meeting will be available on Tikkurila's website as from April 14, 2011, at the latest. Tikkurila Oyj Susanna Aaltonen For further information, please contact: Tikkurila Oyj Susanna Aaltonen, Group Vice President, Communications & IR Mobile +358 40 593 4221,susanna.aaltonen@tikkurila.com Tikkurila provides consumers, professionals and the industry with user-friendly and environmentally sustainable solutions for protection and decoration. Tikkurila is a strong regional player that aims to be the leading paint company in the Nordic area and Eastern Europe including Russia. - Tikkurila inspires you to color your life. www.tikkurila.com [HUG#1502187] |
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