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AGM 2011 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 annual accounts, the report of the Board of Directors and the auditor’s report for 2010

  • Review by the President and CEO

7. Adoption of the annual accounts

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

The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.70 per share be distributed for the year ended on December 31, 2010 and that the rest be retained in the unrestricted equity. The proposed dividend totals approximately EUR 30.9 million, which corresponds to approximately 84 percent of the group’s net profit for 2010. The Board of Directors proposes that the record date for the payment of the dividend be April 5, 2011 and that the dividend be paid on April 12, 2011.

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

The Nomination Committee of the Board of Directors proposes that the remuneration to the members of the Board of Directors be as follows: EUR 57,000 for the Chairman of the Board of Directors, EUR 37,000 for the Vice Chairman of the Board of Directors and EUR 31,000 for other members of the Board of Directors. The Nomination Committee proposes that approximately 40 percent of the annual remuneration be paid in Tikkurila Oyj's shares acquired from the market and the rest in cash. The shares will be acquired directly on behalf of the Board members within two weeks from the release of the interim report for January 1−March 31, 2011.

Furthermore, the Nomination Committee proposes that a meeting fee for each meeting of the Board and its Committees (excluding decisions without a meeting) be paid to the members of the Board of Directors as follows: EUR 600 to members residing in Finland, EUR 1,200 to members residing in rest of Europe and EUR 2,400 to members residing outside Europe. The remuneration paid for telephone meetings shall be EUR 600. Travel expenses are proposed to be paid according to the travel policy of the Company.

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

The Nomination Committee of the Board of Directors proposes that the number of the members of the Board of Directors to be elected be five.

12. Election of members of the Board of Directors

The Nomination Committee of the Board of Directors proposes that the present members of the Board of Directors Eeva Ahdekivi, Jari Paasikivi, Pia Rudengren and Petteri Walldén be re-elected as members of the Board of Directors and that Riitta Mynttinen be elected as a new member of the Board of Directors.

Riitta Mynttinen, b. 1960, Chemical Engineer, B.Sc., (Finland 1984), MBA, University of Technology (Finland 1992), is currently working as Vice President in Minerals Technologies Europe NV. Riitta Mynttinen has a high-level international business know-how acquired in the coating, chemical and paper industries in Europe, the United States and Asia. Prior to the current position she was responsible for Specialty Minerals’ European Paper PCC. Mynttinen came to Minerals Technologies Corporation from Rohm and Haas where she worked in various management positions, lastly as Sales and Marketing Director. Mynttinen is a member of the Board of Directors of Mint of Finland since 2010. Mynttinen is a Finnish citizen and resides in Belgium.

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

Eeva Ahdekivi

Jari Paasikivi

Pia Rudengren

Petteri Walldén

Riitta Mynttinen

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 re-elected as the Company's auditor APA Pekka Pajamo acting 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 the Company’s unrestricted equity in one or more tranches. The proposed maximum amount of the authorization corresponds to approximately ten 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. otherwise than 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 will decide upon other terms related to repurchase of shares.

The repurchase authorization will be valid for a period of 18 months from the resolution of the Annual General Meeting.

This authorization will cancel the repurchase authorization granted by the Extraordinary General Meeting to the Board of Directors on March 4, 2010.

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 a maximum of 4,400,000 Company's own shares held by the Company and to issue a maximum of 4,400,000 new shares in one or more tranches. The proposed maximum aggregate amount of the authorizations corresponds to approximately 20 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, to be used for the payment of the annual fees payable to the members of the Board of Directors or implementing the share-based incentive programs of the Company. A directed share issue may be carried out without payment only in connection with the payment of the annual fees payable to the members of the Board of Directors or implementing the share-based incentive programs of the Company. 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 will decide upon other terms related to share issues. The authorization will be valid for a period of three years from the resolution of the Annual General Meeting.

This authorization will cancel the share issue authorization granted by the Extraordinary General Meeting to the Board of Directors on March 4, 2010.

17. Establishment of the Nomination Board

The Board of Directors proposes that the Annual General Meeting decide to establish a Nomination Board consisting of shareholders or representatives of shareholders to prepare and present a proposal for the next Annual General Meeting concerning the composition and remuneration of the Board of Directors.

The Board of Directors propose that the Nomination Board be convened so that each of the Company’s three largest shareholders registered on August 31, 2011 as shareholders in the shareholders’ register maintained by Euroclear Finland Ltd and having the most voting rights  be requested to appoint one member to the Nomination Board. In addition, the Chairman of the Board of Directors of the Company shall act as an expert member of the Nomination Board. In case a shareholder does not wish to use his/her right to appoint a member to the Nomination Board, the right will pass on to the next largest shareholder who otherwise does not have the appointment right.

The Nomination Board shall elect a Chairman from amongst its members. The first meeting of the Nomination Board shall be convened by the Chairman of the Board of Directors of the Company, and thereafter the meetings shall be convened by the Chairman of the Nomination Board.

The Nomination Board shall deliver its proposal to the Company’s Board of Directors no later than on February 1, preceding the next Annual General Meeting.

18. Authorization for donation to the Aalto University Foundation

The Board of Directors proposes that the Annual General Meeting authorize the Board of Directors to donate a maximum amount of EUR 150,000 to the Aalto University Foundation to be used for the Aalto University Foundation’s basic capital.

19. Closing of the meeting