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2012-03-28 14:30:00 CEST 2012-03-28 14:30:39 CEST REGULATED INFORMATION Tikkurila Oyj - Decisions of general meetingDecisions of the Annual General Meeting 2012 of TikkurilaTikkurila Oyj Stock Exchange Release March 28, 2012 at 3:30 p.m. (CET+1) The Annual General Meeting of Tikkurila Oyj approved today the Financial Statements for 2011 and decided to discharge the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting re-elected Eeva Ahdekivi, Riitta Mynttinen, Jari Paasikivi, Pia Rudengren and Petteri Walldén to the Board of Directors and elected Harri Kerminen and Aleksey Vlasov as new members. The AGM approved all Board proposals. The detailed proposals are available at www.tikkurilagroup.com. The Annual General Meeting approved a EUR 0.73 dividend per share for the financial year 2011. The rest will be retained and carried further in the company's unrestricted equity. The dividend 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 2, 2012. The dividend will be paid on April 11, 2012. The Annual General Meeting decided that 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. Approximately 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, 2012. 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 for meetings held in the home state of a member and EUR 1,200 for meetings held outside the home state of a member. The remuneration paid for telephone meetings shall be EUR 600. Travel expenses will be paid according to the travel policy of the company. The Annual General Meeting decided that the Auditor's fees will be paid against an invoice approved by the company. KPMG Oy Ab, the current auditor of the company, was re-elected as the company's auditor until the end of the next Annual General Meeting, with APA Toni Aaltonen nominated by KPMG as the principal auditor. The Annual General Meeting resolved to remove from the Articles of Association section 3 determining the minimum and maximum number of the company's share capital and shares. Section 9 was amended in a way that the notice to the General Meeting will be published on the company's website. In addition to this, the Board of Directors can decide that the notice to the meeting be published in a newspaper. A statement was decided to be added to the section whereby the Chairman of the General Meeting is to resolve the method of voting in case a matter is to be resolved by vote at the General Meeting. The Annual General Meeting authorized the Board of Directors to decide upon the 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. The repurchase authorization will be valid until the end of the next Annual General Meeting, however, no longer than until June 30, 2013. The Annual General Meeting authorized the Board of Directors to decide to transfer company's own shares held by the company or to issue new shares limited to a maximum of 8,800,000 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 or to be used for the payment of the annual fees payable to the members of the Board of Directors. The authorization will be valid until the end of the next Annual General Meeting, however, no longer than until June 30, 2013. The Annual General Meeting authorized the Board of Directors to decide to transfer company's own shares held by the company or to issue new shares in one or more tranches limited to a maximum of 440,000 shares, deviating from the shareholders' pre-emptive subscription right, to the company's key persons as part of the share-based commitment and incentive program published on February 16, 2012. The authorization will be valid for five years from the decision. The Annual General Meeting decided to establish a Nomination Board consisting of shareholders or representatives of shareholders to prepare and present annually a proposal for the next Annual General Meeting concerning the composition and remuneration of the Board of Directors. Representatives of the three largest shareholders are elected to the Nomination Board. In addition, the Chairman of the Board of Directors of the company shall act as an expert member of the Nomination Board. The minutes of the Annual General Meeting will be available on Tikkurila's website as of April 11, 2012, at the latest. Tikkurila Oyj Antti Kiuru, Group Vice President, Legal For further information, please contact: Tikkurila Oyj Antti Kiuru, Group Vice President, Legal Tel. +358 400 686 488, antti.kiuru@tikkurila.com For 150 years already, Tikkurila has provided consumers and professionals with user-friendly and sustainable solutions for surface protection and decoration. Tikkurila wants to be the leading paint company in the Nordic area as well as in Russia and other selected Eastern European countries. - Tikkurila inspires you to color your life. www.tikkurilagroup.com [HUG#1597936] |
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