Nokian Renkaat - Decisions of general meeting

NOKIAN TYRES PLC ANNUAL GENERAL MEETING, DECISIONS

Nokian Tyres plc Stock Exchange Release 8 April 2010 7:00 p.m.

NOKIAN TYRES PLC ANNUAL GENERAL MEETING, DECISIONS

On 8 April, 2010, Nokian Tyres Annual General Meeting accepted the financial
statements for 2009 and discharged the Board of Directors and the President and
CEO from liability. 

The meeting decided that a dividend of EUR 0.40 per share shall 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. 

Members of the Board of Directors and Auditor 

The meeting decided that the Board of Directors has seven members. Kim Gran,
Hille Korhonen, Hannu Penttilä, Yasuhiko Tanokashira, Aleksey Vlasov, Petteri
Walldén and Kai Öistämö will continue as Nokian Tyres' Board of Directors. 

Authorised public accountants KPMG Oy Ab continue as auditors.Remuneration of the Members of the Board of Directors

The meeting decided that the 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. With the exception of the President and CEO, members of the Board and the
Nomination and Remuneration Committee are also granted an attendance fee of EUR
600 per meeting. 

In addition, 60% of the annual fee be paid in cash and 40% in company shares,
such that in the period from 8 April to 30 April, 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. No separate compensation will be paid
to the President and CEO for Board work. 

Granting of stock options and the management's share ownership plan

The meeting decided on the granting of stock options to the personnel of Nokian
Tyres Group and to its fully owned subsidiary. 

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 Oy (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 stock option plan
and the management's share ownership plan have been introduced in more detail
in the enclosure. 

Amendment to the Articles of Association
The meeting decided that the article regarding the invitation to a General
Meeting of shareholders is amended, due to an amendment to the Finnish
Companies Act now in effect, as follows: 

9§ Invitation to Annual General Meeting
The invitation to Annual General Meeting must be published, in accordance with
the Board of Directors' decision, on the company's website and in one national
and one Tampere region daily newspaper, no earlier than three months before the
record 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.
The invitation must, however, be delivered no later than nine days before the
record date of the Meeting. 

Donations to universities

The meeting authorised the Board 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. 


Nokian Tyres plc

Anssi Mäki
Communications Manager


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

Distribution: NASDAQ OMX Helsinki, 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 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. 

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
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. 

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.