Wed March 12 03:00 pm 2008 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Announcement 12.3.2008 3:00 p.m.
The shareholders of Nokian Tyres plc are called to the Annual General Meeting to be held in the Studio of Tampere Hall at Yliopistonkatu 55, Tampere, Finland on Thursday 3 April 2008 at 4:00 p.m. Registration of attendants and the distribution of ballots will begin at 3:00 p.m. on the day of the meeting.
1. Matters to be discussed at the Annual General Meeting under section 13 of the Articles of Association.
- The Board’s proposal for payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share be paid for the financial year ended on 31 December 2007. Dividend will be paid to shareholders who, on the record date, were registered in the company's shareholder register, maintained by the Finnish Central Securities Depository Ltd. The proposed dividend payment date is 15 April 2008.
- Members of the Board of Directors
The Board’s Nomination and Remuneration Committee proposes the re-election of the following current members: Kim Gran, Hille Korhonen, Hannu Penttilä, Koki Takahashi, Aleksey Vlasov and Petteri Walldén, and the election of Kai Öistämö as a new member.
- Auditor
The proposed auditor is KPMG Oy Ab Authorised Public Accountants.
2. The Board’s proposal for an amendment of the Articles of Association as follows:
-deletion of 3§ and 4§ of the current Articles of Association, and re-numbering accordingly
-change of 5§ of the current Articles of Association to read as follows: “The shares of the company are included in the book-entry system.”
- change of 8§ of the current Articles of Association to read as follows:
“The Managing Director and the Chairman of the Board of Directors, each separately, and two members of the Board of Directors together, shall represent the company.”
- change of 10§ of the current Articles of Association to read as follows:
“The company shall have one auditor, which must be an authorised public accountant firm approved by the Central Chamber of Commerce. The auditor’s term of office terminates at the end of the first Annual General Meeting following their election.”
- change of 11§ of the current Articles of Association to read as follows:
“The notice of a General Meeting shall be published, in accordance with the Board of Directors’ decision, on the company’s website, in one national daily newspaper and in one daily newspaper published in the Tampere region, no earlier than three months and no later than one week before the due date referred to in Chapter 4, section 2, subsection 2 of the Limited Liability Companies Act.”
- change of 12§ of the current Articles of Association to read as follows:
“A shareholder wishing to attend the General Meeting must register with the company no later than on the date mentioned in the notice of the meeting, which may be ten days before the meeting at the earliest. The method of voting shall be determined by the Chairman of the General Meeting."
- change of 13§ of the current Articles of Association to read as follows:
“The Annual General Meeting shall be held annually on a day fixed by the Board of Directors, by the end of May. The Meeting shall be held either at the company’s registered place of business, or in either the city of Tampere or Helsinki, as decided by the Board of Directors.
The Annual General Meeting shall review:
1. the Financial Statements consisting of the Profit and Loss
Account, Balance Sheet and Annual Report;
2. the Auditor’s report; shall resolve:
3. the Consolidation of the Profit and Loss Account and Balance
Sheet;
4. the disposal of profit shown in the balance sheet;
5. granting discharge from personal liability to the members of the
Board of Directors and the Managing Director;
6. the remuneration payable to the members of the Board of Directors
and the Auditors;
7. the number of members on the Board of Directors; shall elect:
8. the members of the Board of Directors;
9. an Auditor.
- change of 14§ of the current Articles of Association to read as follows:
“The Financial Statements and the Annual Report of the Board of Directors, as well as all other documents explaining the company's operations, shall be submitted by the end of March to the Auditor, who shall give an Auditor’s Report to the Board of Directors before the 15th of April.”
Shareholders registered by no later than 20 March 2008 in the company’s shareholder register, which is maintained by the Finnish Central Securities Depository Ltd, are entitled to attend the Annual General Meeting.
Shareholders who wish to attend must register by 3:00 p.m. on 28 March 2008 either in writing to Nokian Tyres plc, P.O. Box 20, FIN-20 Nokia, by phone at +358 10 401 7641, by fax at +358 10 401 7799, by e-mail to [email protected], or by internet www.nokiantyres.com/annual_general_meeting_2008. Registrations must arrive before the end of the registration period. Any powers of attorney should be delivered to the above address in connection with the registration.
The 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. Copies of these documents will be sent to shareholders on request. The proposals of the Board of Directors are also available on the Internet at www.nokiantyres.com. Annual Reports will be sent to major shareholders during the week starting 24th March.
Nokian Tyres plc
Raila Hietala-Hellman
Vice President, Corporate Communications
For further information, contact: Anne Leskelä, Vice President, Finance and Control, tel. +358 10 401 7481.
DISTRIBUTION OMX and the key media
ANNUAL GENERAL MEETING CALL
The shareholders of Nokian Tyres plc are called to the Annual General Meeting to be held in the Studio of Tampere Hall at Yliopistonkatu 55, Tampere, Finland on Thursday 3 April 2008 at 4:00 p.m. Registration of attendants and the distribution of ballots will begin at 3:00 p.m. on the day of the meeting.
The agenda for the Annual General Meeting is as follows:
1. Matters to be discussed at the Annual General Meeting under section 13 of the Articles of Association.
- The Board’s proposal for payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.50 per share be paid for the financial year ended on 31 December 2007. Dividend will be paid to shareholders who, on the record date, were registered in the company's shareholder register, maintained by the Finnish Central Securities Depository Ltd. The proposed dividend payment date is 15 April 2008.
- Members of the Board of Directors
The Board’s Nomination and Remuneration Committee proposes the re-election of the following current members: Kim Gran, Hille Korhonen, Hannu Penttilä, Koki Takahashi, Aleksey Vlasov and Petteri Walldén, and the election of Kai Öistämö as a new member.
- Auditor
The proposed auditor is KPMG Oy Ab Authorised Public Accountants.
2. The Board’s proposal for an amendment of the Articles of Association as follows:
-deletion of 3§ and 4§ of the current Articles of Association, and re-numbering accordingly
-change of 5§ of the current Articles of Association to read as follows: “The shares of the company are included in the book-entry system.”
- change of 8§ of the current Articles of Association to read as follows:
“The Managing Director and the Chairman of the Board of Directors, each separately, and two members of the Board of Directors together, shall represent the company.”
- change of 10§ of the current Articles of Association to read as follows:
“The company shall have one auditor, which must be an authorised public accountant firm approved by the Central Chamber of Commerce. The auditor’s term of office terminates at the end of the first Annual General Meeting following their election.”
- change of 11§ of the current Articles of Association to read as follows:
“The notice of a General Meeting shall be published, in accordance with the Board of Directors’ decision, on the company’s website, in one national daily newspaper and in one daily newspaper published in the Tampere region, no earlier than three months and no later than one week before the due date referred to in Chapter 4, section 2, subsection 2 of the Limited Liability Companies Act.”
- change of 12§ of the current Articles of Association to read as follows:
“A shareholder wishing to attend the General Meeting must register with the company no later than on the date mentioned in the notice of the meeting, which may be ten days before the meeting at the earliest. The method of voting shall be determined by the Chairman of the General Meeting."
- change of 13§ of the current Articles of Association to read as follows:
“The Annual General Meeting shall be held annually on a day fixed by the Board of Directors, by the end of May. The Meeting shall be held either at the company’s registered place of business, or in either the city of Tampere or Helsinki, as decided by the Board of Directors.
The Annual General Meeting shall review:
1. the Financial Statements consisting of the Profit and Loss
Account, Balance Sheet and Annual Report;
2. the Auditor’s report; shall resolve:
3. the Consolidation of the Profit and Loss Account and Balance
Sheet;
4. the disposal of profit shown in the balance sheet;
5. granting discharge from personal liability to the members of the
Board of Directors and the Managing Director;
6. the remuneration payable to the members of the Board of Directors
and the Auditors;
7. the number of members on the Board of Directors; shall elect:
8. the members of the Board of Directors;
9. an Auditor.
- change of 14§ of the current Articles of Association to read as follows:
“The Financial Statements and the Annual Report of the Board of Directors, as well as all other documents explaining the company's operations, shall be submitted by the end of March to the Auditor, who shall give an Auditor’s Report to the Board of Directors before the 15th of April.”
Attending the Annual General Meeting
Shareholders registered by no later than 20 March 2008 in the company’s shareholder register, which is maintained by the Finnish Central Securities Depository Ltd, are entitled to attend the Annual General Meeting.
Shareholders who wish to attend must register by 3:00 p.m. on 28 March 2008 either in writing to Nokian Tyres plc, P.O. Box 20, FIN-20 Nokia, by phone at +358 10 401 7641, by fax at +358 10 401 7799, by e-mail to [email protected], or by internet www.nokiantyres.com/annual_general_meeting_2008. Registrations must arrive before the end of the registration period. Any powers of attorney should be delivered to the above address in connection with the registration.
Documents on display and Annual Report
The 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. Copies of these documents will be sent to shareholders on request. The proposals of the Board of Directors are also available on the Internet at www.nokiantyres.com. Annual Reports will be sent to major shareholders during the week starting 24th March.
Nokian Tyres plc
Raila Hietala-Hellman
Vice President, Corporate Communications
For further information, contact: Anne Leskelä, Vice President, Finance and Control, tel. +358 10 401 7481.
DISTRIBUTION OMX and the key media