2010-02-11 07:32:00 CET
2010-02-11 07:32:04 CET
REGULATED INFORMATION
Nokian Renkaat - Company Announcement
PROPOSALS BY THE BOARD OF DIRECTORS OF NOKIAN TYRES PLC TO THE ANNUAL GENERAL MEETING
Nokian Tyres plc Stock Exchange Release Feb 11, 2010 at 8:05 a.m. PROPOSALS BY THE BOARD OF DIRECTORS OF NOKIAN TYRES PLC TO THE ANNUAL GENERAL MEETING The Board's proposals to the Annual General Meeting of 8 April, 2010 concern the payment of dividends, the granting of stock options, the election of the members of Nokian Tyres' Board of Directors and the auditor, revising the Articles of Association concerning the invitation to the Annual General Meeting, and the authorisation to make donations to universities. 1. The Board's proposal on dividend payment The Board proposes to the Annual General Meeting that a dividend of EUR 0.40 per share be paid for the period ending on 31 December, 2009. The dividend shall be paid to shareholders included in the shareholder list maintained by Euroclear Finland Ltd on the record date of 13 April, 2010. The proposed dividend payment date is 23 April, 2010. 2. The Board's proposal on the granting of stock options and the Management's share ownership plan. The Board proposes that the Annual General Meeting decides on the granting of stock options to the personnel of Nokian Tyres Group and to its fully owned subsidiary on the terms outlined below. The company has a weighty financial reason for issuing stock options since they are intended to form a part of the incentive and commitment programme for the personnel. The purpose of the issue is to encourage the personnel to work on a long-term basis to increase shareholder value. Another purpose of the stock options is to increase personnel commitment to the company. The stock options entitle their holders to subscribe for a maximum total of 4,000,000 new shares in the company. The stock options now issued can be exchanged for shares constituting a maximum total of 3 % of the company's shares and votes of the shares, after the potential share subscription. The subscription price for stock options is based on the market price of Nokian Tyres shares in NASDAQ OMX (Helsinki Stock Exchange) in April 2010, April 2011 and April 2012. The share subscription period for stock options 2010A shall be 1 May 2012—31 May 2014, for stock options 2010B, 1 May 2013—31 May 2015 and for stock options 2010C, 1 May 2014—31 May 2016. A share ownership plan shall be incorporated with the 2010 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. The plan is explained in greater detail in the Appendix. 3. 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 comprises of seven members and that the current members (Kim Gran, Hille Korhonen, Hannu Penttilä, Yasuhiko Tanokashira, Petteri Walldén, Aleksey Vlasov and Kai Öistämö) 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 except Yasuhiko Tanokashira 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 Board's annual fees remain at their current level. It is also proposed that with the exception of the President and CEO, members of the Board are also granted an attendance fee of EUR 600 per meeting. Fee paid to the Chairman of the Board is EUR 70,000 per year, while that paid to Board members is set at EUR 35,000 per year. In addition, according to the existing practices, 60% of the annual fee be paid in cash and 40% in company shares, such that in the period from April 8 to April 30, 2010, EUR 28,000 worth of Nokian Tyres plc shares will be purchased at the stock exchange on behalf of the Chairman of the Board and EUR 14,000 worth of shares on behalf of each Board member. This means that the final remuneration paid to Board members is tied to the company's share performance. Auditor The Board of Directors of Nokian Tyres proposes to the Annual General Meeting that KPMG Oy Ab, authorised public accountants, be elected as auditors. 4. Amendment of the Articles of Association A proposal will be made to the Annual General Meeting to amend section 9 of the Articles of Association to comply with the changes in the Finnish Companies Act and to read as follows: 9§ Invitation to Annual General Meeting The invitation to the Annual General Meeting must be published no earlier than three months before the due date referred to in Chapter 4, section 2, subsection 2 of the Finnish Companies Act and no later than three weeks before the Annual General Meeting, in accordance with the Board of Director´s decision, on the company's website and in one national and one Tampere region daily newspaper. 5. Donations to universities The Board of Directors proposes to the Annual General Meeting that the Board be authorised to donate a maximum of EUR 500,000 to support universities and other institutes of higher education, and to decide on the payment schedules of donations and other terms relating to donations. 11 February, 2010 Nokian Tyres plc Board of Directors For further information: Anne Leskelä, Vice President, Finance and Control, tel. +358 10 401 7481 Distribution: NASDAQ OMX, media and www.nokiantyres.com Enclosure: Nokian Tyres plc stock options 2010 Enclosure: NOKIAN TYRES PLC STOCK OPTIONS 2010 The Board of Directors of Nokian Tyres plc (the Board of Directors) has at its meeting on 10 February 2010 resolved to propose to the Annual General Meeting of Shareholders of Nokian Tyres plc to be held on 8 April 2010, that stock options be issued to the personnel of Nokian Tyres plc (the Company) and its subsidiaries (jointly the Group) and to a fully 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 is 4,000,000, and they entitle their owners to subscribe for a maximum total of 4,000,000 new shares in the Company or existing shares held by the Company (the share). 2. Stock Options Of the stock options, 1,320,000 are marked with the symbol 2010A, 1,340,000 are marked with the symbol 2010B and 1,340,000 are marked with the symbol 2010C. 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, a fully owned subsidiary of the Company (the Subsidiary). 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 programme for the Group personnel. 4. Distribution of Stock Options The Board of Directors shall annually decide upon the distribution of the stock options to the personnel employed by or to be recruited by the Group. The Subsidiary shall be given stock options to such extent that the stock options are not distributed to the Group personnel. The Board of Directors may decide on particular additional provisions concerning the stock options upon distribution of stock options. The Board of Directors shall decide upon the further distribution of the stock options given to the Subsidiary or returned later to the Subsidiary. The stock options shall not be regarded as a part of a stock option recipient's regular salary and the stock options shall be regarded as discretionary and nonrecurring. The stock options shall have no impact on potential compensation to be paid to a stock option recipient, on the basis of his or her employment or service. Stock option recipients shall be liable for all taxes and tax-related consequences arising from receiving or exercising stock options. 5. Transfer and Forfeiture of Stock Options The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock options may freely be transferred and pledged, when the relevant share subscription period has begun. The Board of Directors may, however, permit the transfer or pledge of stock options also before such date. Should the stock option owner transfer or pledge his or her stock options, such person shall be obliged to inform the Company about the transfer or pledge in writing, without delay. Should a stock option owner cease to be employed by or in the service of a company belonging to the Group, for any reason other than the death or the statutory retirement of a stock option owner or the retirement of a stock option owner in compliance with the employment or service contract, or the retirement of a stock option owner otherwise determined by the Company, such person shall, without delay, forfeit to the Company or its designate, without compensation, such stock options that the Board of Directors has distributed to him or her at its discretion, 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. Should the rights and obligations arising from the stock option owner's employment or service be transferred to a new owner or holder, upon the employer's transfer of business, the proceedings shall be similar. As an exception to the above, the Board of Directors may, at its discretion, decide, when appropriate, that the stock option owner is entitled to keep such stock options, or a part of them. The Board of Directors may decide on incorporation of the stock options 2010 into the book-entry securities system. Should the stock options having been incorporated into the book-entry securities system, the Company shall have the right to request and get transferred all forfeited stock options from the stock option owner's book-entry account on the book-entry account appointed by the Company, without the consent of the stock option owner. In addition, the Company shall be entitled to register transfer restrictions and other respective restrictions concerning the stock options on the stock option owner's book-entry account, without the consent of the stock option owner. A stock option owner shall, during his employment, service or thereafter, have no right to receive compensation on any grounds for stock options that have been forfeited in accordance with these terms and conditions. II SHARE SUBSCRIPTION TERMS AND CONDITIONS 1. Right to subscribe for Shares Each stock option entitles its owner to subscribe for one (1) new share in the Company or an existing share held by the Company. The share subscription price shall be credited to the reserve for invested unrestricted equity. The Subsidiary shall not be entitled to subscribe for shares in the Company, on the basis of the stock options. 2. Share Subscription and Payment The share subscription period shall be for stock option 2010A 1 May 2012—31 May 2014 for stock option 2010B 1 May 2013—31 May 2015 for stock option 2010C 1 May 2014—31 May 2016. Should the last day of the share subscription period not be a banking day, the share subscription may be made on a banking day following the last share subscription day. Share subscriptions shall take place at the head office of the Company or possibly at another location and in the manner determined later. Upon subscription, payment for the shares subscribed for, shall be made to the bank account designated 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 2010A, the trade volume weighted average quotation of the share on the NASDAQ OMX Helsinki Ltd. during 1 April—30 April 2010 for stock option 2010B, the trade volume weighted average quotation of the share on the NASDAQ OMX Helsinki Ltd. during 1 April—30 April 2011 for stock option 2010C, the trade volume weighted average quotation of the share on the NASDAQ OMX Helsinki Ltd. during 1 April—30 April 2012. Should the dividend ex date fall on the period for determination of the share subscription price, such dividend shall be added to the trading prices of the share trading made as from the dividend ex date, when calculating the trade volume weighted average quotation of the share. Should the Company distribute assets from reserves of unrestricted equity, or distribute share capital to the shareholders, the proceedings shall be similar. 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 EUR 0.01. 4. Registration of Shares Shares subscribed for and fully paid shall be registered on the book-entry account of the subscriber. 5. Shareholder Rights The dividend rights of the new shares and other shareholder rights shall commence when the shares have been entered into the Trade Register. Should existing shares, held by the Company, be given to the subscriber of shares, the subscriber shall be given the right to dividend and other shareholder rights after the shares having been registered on his or her book-entry account. 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 prices or both of these. 7. Rights in Certain Cases Should the Company distribute dividends or similar assets from reserves of unrestricted equity, 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 end 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. Should the Company reduce 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 end 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. Should the Company be placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his or her share subscription right, within a period of time determined by the Board of Directors. Should the Company be deregistrated, before the share subscription, the stock option owner shall have the same right as, or an equal right to, that of a shareholder. Should the Company resolve to merge with another company as a merging company or merge with a company to be formed in a combination merger, or should the Company resolve to be demerged entirely, the stock option owners shall, prior to the registration of the execution of a merger or a demerger, be given the right to subscribe for shares with their stock options, within a period of time determined by the Board of Directors. Alternatively, the Board of Directors may give a stock option owner the right to convert the stock options into stock options issued by the other company, in the manner determined in the draft terms of merger or demerger, or in the manner otherwise determined by the Board of Directors, or the right to sell stock options prior to the registration of the execution of a merger or a demerger. After such period, no share subscription right or conversion right shall exist. The same proceeding shall apply to cross-border mergers or demergers, or should the Company, after having registered itself as an European Company (Societas Europae), or otherwise, register a transfer of its domicile from Finland into another member state of the European Economic Area. The Board of Directors shall decide on the impact of potential partial demerger on the stock options. 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 redemption of the Company's own shares or acquisition of stock options or other special rights entitling to shares shall have no impact on the rights of the stock option owner. Should the Company, however, resolve to acquire or redeem its own shares from all shareholders, the stock option owners shall be made an equivalent offer. Should a redemption right and obligation to all of the Company's shares, as referred to in Chapter 18 Section 1 of the Limited Liability Companies Act, arise to any of the shareholders, prior to 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 the stock option owners shall have an equal obligation to that of shareholders to transfer their stock options to the redeemer, although the transfer right defined in Section I.5 above had not begun. III OTHER MATTERS These terms and conditions shall be governed by the laws of Finland. 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 by one single arbitrator. The Board of Directors may decide on the technical amendments resulting from incorporation of stock options into the book-entry securities system, to these terms and conditions, as well as on other amendments and specifications to these terms and conditions which are not considered as essential. Other matters related to the stock options shall be decided on by the Board of Directors. Should the stock option owner act against these terms and conditions, or against the instructions given by the Company, on the basis of these terms and conditions, or against applicable law, or against the regulations of the authorities, the Company shall be entitled to gratuitously withdraw the stock options which have not been transferred, or with which shares have not been subscribed for, from the stock option owner. The Company may maintain a register of the stock option owners to which the stock option owners' personal data is recorded. The Company may send all announcements regarding the stock options to the stock option owners by e-mail. These terms and conditions have been prepared in Finnish and in English. In the case of any discrepancy between the Finnish and English versions, the Finnish shall prevail.
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