Nokian Tyres plc Stock Exchange Release March 5, 2020, 4:05 p.m.
The Board of Nokian Tyres plc (the “Company”) has today published the notice for
the 2020 Annual General Meeting (the “AGM”), which will be held at the Tampere
Hall in Tampere on 2 April 2020. The notice has been published via a separate
stock exchange release.
The Board has updated certain proposals to the AGM initially announced in
connection with the publication of the financial statements for the period ended
31 December 2019. The updated proposals are attached to this release and are
available on the Company’s website. In this release, the Board is providing
background on the revised proposals.
Change of the Articles of Association to Increase the Maximum Number of
Directors
As announced earlier by the Company, the Board has proposed to establish a
Shareholders' Nomination Board consisting of major shareholders of the Company
or persons appointed by such shareholders. The proposed Shareholders’ Nomination
Board will prepare proposals to the Annual General Meeting and, when necessary,
to the Extraordinary General Meeting concerning the number of members, the
composition, the Chairman and possible Deputy Chairman of the Board of Directors
as well as the remuneration of the Board of Directors and Committees as well as
identify possible successor candidates for the members of the Board of
Directors. To provide increased flexibility for the Shareholders’ Nomination
Board making proposals at future general meetings, and to allow adequate
diversity and a broad range of expertise to the Board, the notice for the AGM
includes a proposal to amend the articles of association so that the maximum
size of the Board is increased from 8 directors to 9 directors.
Proposal on Authority for Share Repurchases – Capital Structure Considerations
Alongside its customary corporate planning process, the Company is evaluating
the optimal long-term capital structure for the group. This will include
assessing the merits of increasing shareholder returns though dividends, share
buybacks or other mechanisms. Any changes to the Company’s capital structure
would be designed to improve shareholder returns, while retaining a strong
balance sheet, financial flexibility, and safeguarding the Company’s profitable
growth across the economic cycle. In order to provide the Company with
appropriate flexibility in case the Board determines to distribute capital to
shareholders in the form of share repurchases, the notice for the AGM includes a
resolution to authorise the Company to repurchase up to 13,800,000 shares,
representing approximately 9.9% of the Company’s issued share capital. The
proposal represents an increase in the authorisation initially proposed in
connection with the publication of the financial statements for the period ended
31 December 2019. The Company maintains its policy of returning above 50% of net
earnings in form of dividends.
Nokian Tyres plc
Board of Directors
Further information:
Päivi Antola, tel. +358 10 401 7327
SVP, Corporate Communications and Investor Relations
Appendix: Updated proposals to the Annual General Meeting
Distribution: Nasdaq Helsinki Ltd, media, www.nokiantyres.com
Nokian Tyres develops and manufactures premium tires for people who value safety
and sustainability. Inspired by our Scandinavian heritage, we craft innovative
products for passenger cars, trucks and heavy machinery that give you peace of
mind in all driving conditions. Our Vianor chain provides tire and car services.
In 2019, the company’s net sales were EUR 1.6 billion and it employed some 4,700
people. Nokian Tyres is listed on Nasdaq Helsinki. Further information:
www.nokiantyres.com