The Board's Proposals to The Annual General Meeting
Fri February 15 12:00 am 2002 in category Stock exchange releases
Nokian Tyres plc Stock Exchange Release Feb. 15, 2002 8.15 am
THE BOARD'S PROPOSALS TO THE ANNUAL GENERAL MEETING
The Board's proposals to the Annual General Meeting, April 3, 2002 will include a payment of a dividend, company's share capital and the nominal value of the shares to be restated in euros, the share capital to be raised through a bonus issue and to amend §3 and §4 of the Articles of Association. Authorising the Board to increase Share Capital and the amendment of §12 of the Articles of Association, will also be proposed.
1. Payment of dividend
The Board of Directors proposes at the Annual General Meeting of Shareholders that a dividend of EUR 0,83 per share is paid for the fiscal year 2001.
The dividend will be paid to shareholders who on the record date, 8 April 2002, have been entered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd. The payment date for the dividend is proposed to be 15 April 2002.
2. Board's proposal to restate the company's share capital and the nominal value of the shares in euros, to raise the share capital through a bonus issue, and to amend §3 and §4 fo the Articles of Association.
The Board of Directors proposes that the share capital will be restated in euros, i.e. currently EUR 17.798.127,40.
In connection with this, the share capital will be raised to EUR 21.164.572,00 by transferring an amount corresponding to the increase in share capital, i.e. EUR 3.366.444,60, from the share premium account to the share capital. No new shares will be issued, nor will the total number of shares change. After the proposed measures have been taken, each share will have a nominal value of two (2) euros.
Amendment of section 3 of the Articles of Association to state that the company's share capital shall be sixteen million (16.000.000) euros at the minimum and sixty-four million (64.000.000) euros at the maximum, within which limits the share capital may be increased or decreased without amending the Articles of Association.
Amendment of section 4 of the Articles of Association to state that each share shall have a nominal value of two (2) euros.
3. Board's proposal of the authorisation to increase share capital
The Board of Directors propose the Annual General Meeting, to decide upon increasing the share capital with one or more rights issues. The Board of Directors may also deviate from the shareholders' pre-emptive subscription right, provided there is a weighty financial reason of the company referred to in chapter 4 §2a of the Companies Act. The share capital of the company can be increased by a maximum of EUR 4 million throught the shares issues included in the authorisation.
A maximum of 2,000,000 new shares can be issued each bearing a nominal value of EUR 2.00. At the same time any other effective authorisations upon increasing the share capital are nullified.
4. Board proposal concerning the amendment of §12 of the Articles of Association
The Board of Directors proposes that, due to a change in Section 9,§1, sub-clause2, of the Companies Act, §12 of the Articles of Association to be amended to state that a shareholder must register his attendance in the Shareholders' Meeting with the company, on a date set in the invitation the latest, which date may be ten days prior to the Shareholders' Meeting the earliest.
Nokian Tyres plc
Raila Hietala-Hellman
Vice President, Public Information
Further information: Mr. Rami Helminen, Vice President, Finance and Control, tel. +358 3 340 7463.
Distribution: Hex and major media
THE BOARD'S PROPOSALS TO THE ANNUAL GENERAL MEETING
The Board's proposals to the Annual General Meeting, April 3, 2002 will include a payment of a dividend, company's share capital and the nominal value of the shares to be restated in euros, the share capital to be raised through a bonus issue and to amend §3 and §4 of the Articles of Association. Authorising the Board to increase Share Capital and the amendment of §12 of the Articles of Association, will also be proposed.
1. Payment of dividend
The Board of Directors proposes at the Annual General Meeting of Shareholders that a dividend of EUR 0,83 per share is paid for the fiscal year 2001.
The dividend will be paid to shareholders who on the record date, 8 April 2002, have been entered in the Company's shareholder register maintained by the Finnish Central Securities Depository Ltd. The payment date for the dividend is proposed to be 15 April 2002.
2. Board's proposal to restate the company's share capital and the nominal value of the shares in euros, to raise the share capital through a bonus issue, and to amend §3 and §4 fo the Articles of Association.
The Board of Directors proposes that the share capital will be restated in euros, i.e. currently EUR 17.798.127,40.
In connection with this, the share capital will be raised to EUR 21.164.572,00 by transferring an amount corresponding to the increase in share capital, i.e. EUR 3.366.444,60, from the share premium account to the share capital. No new shares will be issued, nor will the total number of shares change. After the proposed measures have been taken, each share will have a nominal value of two (2) euros.
Amendment of section 3 of the Articles of Association to state that the company's share capital shall be sixteen million (16.000.000) euros at the minimum and sixty-four million (64.000.000) euros at the maximum, within which limits the share capital may be increased or decreased without amending the Articles of Association.
Amendment of section 4 of the Articles of Association to state that each share shall have a nominal value of two (2) euros.
3. Board's proposal of the authorisation to increase share capital
The Board of Directors propose the Annual General Meeting, to decide upon increasing the share capital with one or more rights issues. The Board of Directors may also deviate from the shareholders' pre-emptive subscription right, provided there is a weighty financial reason of the company referred to in chapter 4 §2a of the Companies Act. The share capital of the company can be increased by a maximum of EUR 4 million throught the shares issues included in the authorisation.
A maximum of 2,000,000 new shares can be issued each bearing a nominal value of EUR 2.00. At the same time any other effective authorisations upon increasing the share capital are nullified.
4. Board proposal concerning the amendment of §12 of the Articles of Association
The Board of Directors proposes that, due to a change in Section 9,§1, sub-clause2, of the Companies Act, §12 of the Articles of Association to be amended to state that a shareholder must register his attendance in the Shareholders' Meeting with the company, on a date set in the invitation the latest, which date may be ten days prior to the Shareholders' Meeting the earliest.
Nokian Tyres plc
Raila Hietala-Hellman
Vice President, Public Information
Further information: Mr. Rami Helminen, Vice President, Finance and Control, tel. +358 3 340 7463.
Distribution: Hex and major media