Nokian Tyres plc Stock Exchange Bulletin
NOKIAN TYRES PLC ANNUAL GENERAL MEETING, DECISIONS
On March 28, Nokian Tyres Annual General Meeting accepted the profit and loss statement for 2000 and discharged the Board of Directors and the President from liability. A decision was made on a dividend of 0,65 euros per share. The matching date will be 2 April 2001 and the payment date 9 April 2001.
The meeting decided that the Board of Directors will have five members. Bo-Erik Haglund, Olli-Pekka Kallasvuo, Chief Financial Officer, Nokia Group; Matti Oksanen, Managing Director, Neste Marketing Ltd; Hannu Penttilä, Managing Director Stockmann plc and Antti Saarialho, Professor (emer.) were elected. Authorised public accountants KPMG Wideri Oy continue as auditors.
The Annual General Meeting authorised The Nokian Tyres 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.
Bond loan to the personnel
The Annual General Meeting approved 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 was approved 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.
NOKIAN TYRES PLC