|Nokian Tyres plc Stock Exchange Announcement March 13,2002 3:00 pm
NOKIAN TYRES PLC ANNUAL GENERAL MEETING CALL
The shareholders of Nokian Tyres plc are called to the Annual General Meeting to be held on Wednesday 3 April 2002 at 4:00 p.m. at Nokian Tyres headquarters, Pirkkalaistie 7, Nokia, Finland. Registration and handing out of ballot papers will start at 3:00 p.m. in the day of the meeting. 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. Matters to be decided upon under Article 13 of the Articles of Association.
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 of 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 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-clause 2, 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.
4. 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.
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.
Attending The Annual General Meeting
Shareholders registered in the company shareholder register maintained by the Finnish Central Securities Depository Ltd by 22 March 2002 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 28 March 2002 to: Nokian Tyres plc, P.O.Box 20, FIN-37101 Nokia, Finland; or to Riitta Kilpi by telephone: +358 3 340 7641, or by fax: +358 3 340 7799, or by e-mail: firstname.lastname@example.org. Registrations must arrive before the end of the registration period. Any credentials shall be delivered to the above address together with the registration.
Documents on display and annual report
The company’s Financial Statements and above mentioned proposals of the Board of Directors are available for shareholders’ investigation during the period of one week prior to the Annual General Meeting at the company’s headquarters in Nokia, Finland. 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. The Annual Reports will be sent to shareholders during the week starting 25th of March.
Nokian Tyres plc
Vice President, Public Information
Further information: Mr. Rami Helminen, Vice President, Finance and Control, tel. +358 3 340 7463.
Distribution: Hex and major media