Nokian Tyres plc Stock Exchange Release May 7, 2025, at 4:30 p.m. EEST

Nokian Tyres plc's (Company) Annual General Meeting (General Meeting) was held at Finlandia Hall in Helsinki, Finland today, on May 7, 2025.

The General Meeting adopted the Financial Statements for 2024, discharged the members of the Board of Directors and the President and CEO from liability for the financial year 2024, and approved all proposals made to the General Meeting by the Board of Directors and the Shareholders' Nomination Board.

Payment of dividend

The General Meeting decided on a distribution of dividend of EUR 0.25 per share. The dividend will be paid on May 20, 2025, to shareholders who are registered in the Company's shareholders' register maintained by Euroclear Finland Oy on the dividend record date on May 9, 2025.

Remuneration Report for governing bodies

The General Meeting adopted, through an advisory resolution, the Company's Remuneration Report for governing bodies for the financial year January 1-December 31, 2024.

Remuneration of the Board of Directors

The General Meeting decided that the members of the Board of Directors be paid the following annual remuneration:

-          Chair: EUR 115,000  

-          Deputy Chair: EUR 76,000

-          Chairs of the Committees: EUR 76,000

-          Ordinary members of the Board of Directors: EUR 53,500.  

It was decided that 60 percent of the annual fee will be paid in cash and 40 percent in Company shares. The shares will be acquired from the market at a price formed in public trading directly on behalf of the members of the Board of Directors within two weeks from the release of the Company's interim report January 1-March 31, 2025. If the remuneration cannot be delivered at that time due to insider regulation or other justified reason, the Company shall deliver the shares later or pay the remuneration fully in cash.

Furthermore, the General Meeting decided on a meeting fee of EUR 700 for each Board and Committee meeting. For members of the Board of Directors resident in Europe, the fee for each meeting in Europe outside their home country is doubled, and for each meeting outside Europe the fee is tripled. For members of the Board Directors resident outside Europe, the fee for each meeting outside their home country is tripled. If a member of the Board of Directors participates in a meeting via telephone or video connection, the remuneration is EUR 700. Travel expenses will be compensated in accordance with the Company's travel policy.

Composition of the Board of Directors

The General Meeting decided that the number of the members of the Board of Directors will be eight, including the Chair and the Deputy Chair of the Board of Directors.

Elina Björklund, Susanne Hahn, Jukka Hienonen, Markus Korsten, Elisa Markula, Christopher Ostrander, and Jouko Pölönen were re-elected as members of the Board of Directors, and Antti Mäkinen was elected as new member of the Board of Directors, for a term ending at the end of the Annual General Meeting 2026.

Jukka Hienonen was re-elected as the Chair and Elina Björklund was elected as Deputy Chair of the Board of Directors.

All members of the Board are independent of the Company and its major shareholders; however, Antti Mäkinen is deemed independent of Solidium Oy starting from June 1, 2025.

Auditor and sustainability reporting assurance provider

The General Meeting elected Ernst & Young Oy as the auditor as well as the sustainability reporting assurance provider for a term ending at the end of the Annual General Meeting 2026. The auditor and the sustainability reporting assurance provider will be reimbursed in accordance with the respective invoice approved by the Company.

Authorization to decide on the repurchase of the Company's own shares

The General Meeting authorized the Board of Directors to decide on the repurchase of a maximum of 13,800,000 of the Company's own shares, corresponding to approximately 9.9 percent of all shares in the Company. Based on the authorization, the Company's own shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). The shares may be repurchased using funds in the unrestricted shareholders' equity, and the price paid for the shares will be based on the market price formed in public trading.

The authorization will be effective until the next Annual General Meeting, however at the latest until June 30, 2026. The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on April 30, 2024, related to the repurchase of the Company's own shares.

Authorization to decide on the issuance of shares and special rights entitling to shares

The General Meeting authorized the Board of Directors to decide on the issuance of shares and of special rights entitling to shares in one or several tranches. Based on the authorization, a maximum of 13,800,000 shares can be offered through share issues or by granting special rights entitling to shares, corresponding to approximately 9.9 percent of all shares in the Company. The issuance of shares may be carried out by offering new shares or by transferring treasury shares held by the Company. The authorization includes the right to issue shares or special rights entitling to shares through private offering, in other words to deviate from the shareholders' pre-emptive rights subject to the provisions of the law.

The authorization will be effective until the next Annual General Meeting, however at the latest until June 30, 2026. The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on April 30, 2024, to decide on the issuance of shares and special rights entitling to shares.

Authorization to decide on donations

The General Meeting authorized the Board of Directors to decide on donations in the aggregate maximum amount of EUR 250,000 to be made to universities, institutions of higher education or to other non-profit or similar purposes.

The authorization will be effective until the next Annual General Meeting, however at the latest until June 30, 2026. The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on April 30, 2024, to make donations.

The minutes of the General Meeting

The minutes of the General Meeting will be available on the Company's website at

company.nokiantyres.com/investors/agm-2025/ no later than on May 21, 2025.
 

Additional information:

Elisa Erkkilä, General Counsel, SVP Legal
tel. +358 10 401 7050
IR@nokiantyres.com

Nokian Tyres' purpose is to make the world safer by reinventing tires, and how they are made, over and over again - a safer place to drive, work and live now and for generations to come. Inspired by our northern heritage, we develop and manufacture premium tires for passenger cars, trucks and heavy machinery with sustainability at the heart of all our operations. Our Vianor chain provides tire and car services. We are some 3,800 people with net sales of EUR 1.3 billion in 2024, and together we lead the journey to smarter driving for people and for businesses. Nokian Tyres is listed on Nasdaq Helsinki. Further information: company.nokiantyres.com, www.nokiantyres.com.