Nokian Renkaat - Notice to general meeting

NOTICE TO THE GENERAL MEETING

Nokia, Finland, 2012-03-19 09:00 CET (GLOBE NEWSWIRE) -- Nokian Tyres plc Stock
Exchange Release 19.3.2012 10:00 a.m. 

NOTICE TO THE GENERAL MEETING

Notice is given to the shareholders of Nokian Tyres plc to the Annual General
Meeting to be held on Thursday 12 April 2012 at 4:00 p.m in Pieni sali of
Tampere Hall at Yliopistonkatu 55, Tampere, Finland. The reception of persons
who have registered for the meeting and the distribution of voting tickets will
commence at 3:00 p.m. 

A. MATTERS ON THE AGENDA

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
of vote 

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the Report of the Board of Directors
and the Auditors' Report for the year 2011 

- Review by the CEO

7. Adoption of the annual accounts 2011

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend 

The Board proposes to the Annual General Meeting that a dividend of EUR 1.20
per share be paid for the period ending on 31 December, 2011. 

The dividend shall be paid to shareholders included in the shareholder list
maintained by Euroclear Finland on the record date of 17 April, 2012. The
proposed dividend payment date is 3 May, 2012 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

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, 2012,
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 proposed not to pay a separate compensation
to the President and CEO for Board work. 

11. Resolution on the number of members of the Board of Directors

The Nomination and Remuneration Committee of Nokian Tyres' Board of Directors
proposes to the Annual General Meeting that the Board comprises of seven
members. 

12. Election of members of the Board of Directors

The Nomination and Remuneration Committee of Nokian Tyres' Board of Directors
proposes to the Annual General Meeting that the Board comprise of seven members
and that the six current members (Kim Gran, Hille Korhonen, Hannu Penttilä,
Benoît Raulin, Aleksey Vlasov and Petteri Walldén) be re-elected for the
one-year term. One new member, Mr. Risto Murto, is proposed to be elected as a
new member. 

Kim Gran is the President and CEO of the company. The other Board members are
independent of the company. All Board members except Benoît Raulin 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. 

13. Resolution on the remuneration of the auditor

The Board proposes that the auditor's fees are paid according to auditor's
invoices approved by Nokian Tyres. 

14. Election of auditor

The Board of Directors of Nokian Tyres proposes to the Annual General Meeting
that KPMG Oy Ab, authorised public accountants, be elected as auditor for the
2012 financial year. 

15. Authorization for a share issue

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 25,000,000 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 authorization accounts for
approximately 19% of the company's shares. 

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 subscription price of new shares shall be recognized under unrestricted
equity reserve. The consideration payable for Company's own shares shall be
recognised under unrestricted equity reserve. 

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. 

16. Closing of the meeting

B. DOCUMENTS OF THE ANNUAL GENERAL MEETING AND ANNUAL REPORT

The proposals of the Board of Directors and its committee relating to the
agenda of the Annual General Meeting as well as this notice are available on
Nokian Tyres plc's website at www.nokiantyres.com/investors. The Annual Report,
including the company's annual accounts, the Report of the Board of Directors
and the Auditor's Report, is available on the above-mentioned website no later
than 19 March 2012. The Proposals of the Board of Directors and the annual
accounts are also available at the meeting. Copies of these documents and of
this notice will be sent to shareholders upon request. The minutes of the
meeting will be available on the company's website no later than 26 April,
2012. 

Financial Statements and the Board Proposals referred to above, with
Appendices, will be available at the company headquarters at Pirkkalaistie 7,
37100 Nokia, for one week before the Annual General Meeting. 

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. The right to participate and registration

Each shareholder, who is registered no later than 29 March, 2012 in the
shareholders' register of the company held by Euroclear Finland Ltd., has the
right to participate in the Annual General Meeting. A shareholder whose shares
are registered on his/her personal Finnish book-entry account, is registered in
the shareholders' register of the company. 

A shareholder, who wants to participate in the Annual General Meeting, shall
register for the meeting no later than 5 April, 2012 at 10:00 EET, either in
internet www.nokiantyres.com/AGM2012, in writing to Nokian Tyres plc, Annual
General Meeting, P.O. Box 20, FI-37101 Nokia, by phone at +358 10 401 7641
(from Monday to Friday 8 a.m.- 4 p.m.) or by fax at +358 10 401 7799. 

In connection with the registration, a shareholder is asked to notify his/her
name, personal identification number, address, telephone number and the name of
a possible assistant or proxy representative, as well as the personal
identification number of said representative. Registrations must arrive before
the end of the registration period. The personal data given to Nokian Tyres plc
is used in connection with the General Meeting and with the processing of
related registrations. 

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder
who is present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

2. Proxy representative and powers of attorney

A shareholder may participate in the General Meeting and exercise his/her
rights at the meeting by way of proxy representation. A proxy representative
shall produce a dated proxy document or in a reliable manner demonstrate
his/her right to represent the shareholder at the meeting. If a shareholder
participates in the General Meeting by means of several proxy representatives
representing the shareholder with shares on separate securities accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the meeting. 

Possible proxy documents should be delivered as originals to the address Nokian
Tyres plc, Annual General Meeting, P.O. Box 20, FI-37101 Helsinki, Finland,
before the last date for registration. 

3. Holders of nominee registered shares

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the company, the issuing of proxy documents and registration for the general
meeting from his/her custodian bank. The account management organization of the
custodian bank will register the holder of nominee registered shares, who wants
to participate in the Annual General Meeting, to be temporarily entered into
the shareholders' register of the company no later than 5 April, 2012 at 10:00
EET. The notification of temporary registration in the company's shareholder
register concerning nominee registered shareholders is considered registration
for the Annual General Meeting. 

4. Other instructions and information

On the date of this notice to the Annual General Meeting, 19 March, 2012,
Nokian Tyres plc has a total of 130,496,395 shares and votes. 



Nokian Tyres plc

Antti-Jussi Tähtinen

Vice President, Marketing and Communications



For further information, contact: Anne Leskelä, Vice President, CFO & IR, tel.
+358 10 401 7481. 

DISTRIBUTION: NASDAQ OMX Helsinki, media and www.nokiantyres.com