|NOTICE OF NOKIAN TYRES PLC ANNUAL GENERAL MEETING
The shareholders of Nokian Tyres plc are called to the Annual General Meeting to be held on Wednesday 28 March 2001 at 4:00 p.m. at Nokian Tyres headquarters, Pirkkalaistie 7, Nokia, Finland. Registration and distribution of voting tickets will start at 3:00 p.m. The participants can also register for guided factory tours departing at 3:00 p.m.
The following items are on the agenda of the Annual General Meeting:
1.Issues belonging to the Annual General Meeting as outlined in the article 13 of the Articles of Association
2.The Board of Directors’ proposal to the Annual General Meeting to authorise the Board of Directors to decide upon increasing the share capital with one or more rights issues. The Board of Directors also has the right to deviate from the shareholders’ pre-emptive right to subscribe stock, provided there is a compelling corporate reason. The share capital of the Company may increase by a maximum of FIM 20 million (EUR 3,4 million) as a result of the share issues included in the authorisation. A maximum of 2.000.000 new shares can be issued each bearing a nominal value of FIM 10 (EUR 1.68). The authorisation is valid for a year from the Annual General Meeting. At the same time any other effective authorisations upon increasing the share capital are nullified.
3.The proposal by the Board of Directors to offer a bond loan with warrants to the personnel of the Nokian Tyres Group and a wholly owned subsidiary of Nokian Tyres plc, Direnic Oy. It is proposed that the shareholders’ pre-emptive right to subscription be deviated from, since the bond loan with warrants is intended to form a part of the Group’s incentive and commitment program. The amount of the bond loan with warrants is FIM 2,400,000 (EUR 0,4 million). There will be 10.800 bond certificates I, 9.600 bond certificates II and 9.600 bond certificates III. To the bond loan will be attached a total of 600.000 warrants, of which 216.000 will be attached to bond certificates I and marked with the symbol 2001A, 192.000 will be attached to bond certificates II and marked with the symbol 2001B and 192.000 will be attached to bond certificates III and marked with symbol 2001C.
The share subscription price for warrant 2001A shall be nineteen (19) euros, for warrant 2001B the trade volume weighted quotation of the Nokian Tyres plc share in the Helsinki Stock Exchange between 1 October and 31 October 2001 and for warrant 2001C the trade volume weighted average quotation of the Nokian Tyres plc share in the Helsinki Stock Exchange between 1 April and 30 April 2002.
From the share subscription price of warrant 2001A shall as per the dividend record date be deducted the amount of the cash dividend distributed after 28 March 2001 but before the date of the share subscription. From the share subscription price of warrants 2001B and 2001C shall as per the dividend record date be deducted the amount of cash dividend distributed after the beginning of the period for determination of the subscription price but before the date of subscription for shares.
The share subscription period for the warrants shall begin for warrant 2001A on 1 March 2003, for warrant 2001B on 1 March 2004 and for warrant 2001C on 1 March 2005, and shall end on 31 March 2007 for all warrants. As a result of the subscriptions the share capital of Nokian Tyres plc may increase by a maximum of FIM 6,000,000 (EUR 1 million) and the number of shares by a maximum of 600.000.
Attending the Annual General Meeting
Shareholders registered in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd by 16 March 2001 at the latest, are entitled to attend the Annual General Meeting.
Any shareholder wishing to attend the Annual General Meeting must register in writing by 3:00 p.m. on Monday 26 March 2001 to: Nokian Tyres plc, PO Box 20, FIN-37101 Nokia, Finland; or by telephone at +358 3340 7641, by telefax at +358 3340 7799 or by e-mail firstname.lastname@example.org. Registrations must arrive before the end of the registration period. Any proxy shall be delivered to the above address together with the registration.
The Company’s Financial Statements and Board’s proposals are available for the shareholders’ investigations from 21 March 2001 at the company’s headquarters at Pirkkalaistie 7, Nokia, Finland.
The Board of Directors proposes at the Annual General Meeting of Shareholders that a dividend of EUR 0,65 per share is paid for the fiscal year 2000.
The dividend will be paid to shareholders who on the record date, 2 April 2001, 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 9 April 2001.
Nokia, 8 March 2001
Nokian Tyres plc
Board of Directors
Nokian Tyres plc
Vice President, Public Information
Distribution: Helsinki Stock Exchange