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AGM 2014 agenda

Matters on the agenda of the Annual General Meeting

 

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Consolidated Financial Statements, the Report of the Board of Directors and the Auditor's report for 2013

  • Review by the President and CEO

7. Adoption of the Financial Statements and the Consolidated Financial Statements

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.80 per share be distributed for the year ended on December 31, 2013 and that the rest be retained in the unrestricted equity. The proposed dividend totals approximately EUR 35.3 million, which corresponds to approximately 70.5 percent of the Group’s net profit for 2013. The Board of Directors proposes that the record date for the payment of the dividend be March 28, 2014 and that the dividend be paid on April 9, 2014.

9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

Nomination Board proposes to the Annual General Meeting that the remuneration of the members of the Board of Directors will stay at the current level with the exception that the annual remuneration payable to the Chairman of the Audit Committee would be the same as payable to the Vice Chairman. The annual remuneration to the members of the Board of Directors would be as follows: EUR 57,000 for the Chairman, EUR 37,000 for the Vice Chairman and the Chairman of the Audit Committee and EUR 31,000 for other members of the Board of Directors. Approximately 40 percent of the annual remuneration is proposed to be paid in Tikkurila Oyj's shares acquired from the market and the rest in cash. The shares would be acquired directly on behalf of the Board members within two weeks from the release of the interim report for January 1 - March 31, 2014.

Furthermore, a meeting fee for each meeting of the Board and its Committees (excluding decisions without a meeting) would be paid to the members of the Board of Directors as follows: EUR 600 for meetings held in the home state of a member and EUR 1,200 for meetings held outside the home state of a member. If a member participates in a meeting via telephone or video connection the remuneration would be EUR 600. Travel expenses would be paid according to the travel policy of the Company.

11. Resolution on the number of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the number of the members of the Board of Directors to be elected be seven (7).

12. Election of members of the Board of Directors

The Nomination Board proposes to the Annual General Meeting that the present members of the Board of Directors Eeva Ahdekivi, Harri Kerminen, Jari Paasikivi, Riitta Mynttinen, Pia Rudengren, Aleksey Vlasov and Petteri Walldén be re-elected as members of the Board of Directors until the end of the next Annual General Meeting.

The biographical details of the candidates for the Board of Directors:

Eeva Ahdekivi

Harri Kerminen

Jari Paasikivi

Riitta Mynttinen

Pia Rudengren

Aleksey Vlasov

Petteri Walldén

13. Resolution on the remuneration of the Auditor 

The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that the Auditor's fees be paid against an invoice approved by the Company.

14. Election of the Auditor

The Board of Directors proposes to the Annual General Meeting, on the recommendation of the Audit Committee, that KPMG Oy Ab be elected as the company's auditor for the term that ends at the conclusion of the Annual General Meeting following the appointment. KPMG Oy Ab has informed that APA Toni Aaltonen will act as the principal auditor.

15. Authorizing the Board of Directors to decide on the repurchase of the Company's own shares

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide upon the repurchase of a maximum of 4,400,000 Company's own shares with assets pertaining to the Company's unrestricted equity in one or more tranches. The proposed maximum amount of the authorization corresponds to approximately 10 percent of all the shares in the Company.

The Company's own shares will be repurchased through public trading, due to which the repurchase will take place in directed manner, i.e. not in proportion to the shareholdings of the shareholders. The shares will be repurchased in public trading on the NASDAQ OMX Helsinki Ltd at the market price quoted at the time of the repurchase. The shares will be repurchased and paid in accordance with the rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.

The consideration payable for the repurchase of the shares shall be based on the market price of the Company's share in public trading. The minimum consideration of the repurchase of the Company's own shares is the lowest market price of the share quoted in public trading during the authorization period and, correspondingly, the maximum price is the highest market price of the share quoted in public trading during the authorization period.

The shares may be repurchased to be used for financing or implementing possible mergers and acquisitions, developing the Company's equity structure, improving the liquidity of the Company's shares or to be used for the payment of the annual fees payable to the members of the Board of Directors or for implementing the share-based incentive programs of the Company. For the aforementioned purposes, the Company may retain, transfer further or cancel the shares. The Board of Directors decides upon other terms related to repurchase of shares.

The repurchase authorization would be valid until the end of the next Annual General Meeting, however, no longer than until June 30, 2015.

This authorization would cancel the repurchase authorization granted by the Annual General Meeting to the Board of Directors on April 10, 2013.

16. Authorizing the Board of Directors to decide on the issuance of shares 

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to decide to transfer Company's own shares held by the Company or to issue new shares in one or more tranches limited to a maximum of 4,400,000 shares. The proposed maximum aggregate amount of the authorization corresponds to approximately 10 percent of all the existing shares in the Company.

The Company's own shares held by the Company may be transferred and the new shares may be issued either against payment or without payment. The new shares may be issued and the Company's own shares held by the Company may be transferred to the Company's shareholders in proportion to their current shareholdings in the Company or deviating from the shareholders' pre-emptive right through a directed share issue, if the Company has a weighty financial reason to do so, such as financing or implementing mergers and acquisitions, developing the Company's equity structure, improving the liquidity of the Company's shares or to be used for the payment of the annual fees payable to the members of the Board of Directors. Upon the issuance of the new shares, the subscription price of the new shares shall be recorded to the invested unrestricted equity reserves. In case of a transfer of the Company's own shares, the price payable for the shares shall be recorded to the invested unrestricted equity reserves.

The Board of Directors would decide upon other terms related to share issues. The authorization would be valid until the end of the next Annual General Meeting, however, no longer than until June 30, 2015.

This authorization would cancel the share issue authorization granted by the Annual General Meeting to the Board of Directors on April 10, 2013, but not the share issue authorization in the aggregate maximum amount of 440,000 shares related to the implementation of the company's share-based commitment and incentive program granted by the Annual General Meeting to the Board of Directors on March 28, 2012.

17. Closing of the meeting