Stock exchange releases
Board of Directors' proposals to the Annual General Meeting to be held on April 10, 2013
Tikkurila Oyj Stock Exchange Release March 7, 2013 at 12:30 p.m. (CET+1)
07.03.2013
1. 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 0.76 per share be distributed for the year ended on December 31, 2012 and that the rest be retained in the unrestricted equity. The proposed dividend totals approximately EUR 33.5 million, which corresponds to approximately 82.6 percent of the Group's net profit for 2012. The Board of Directors proposes that the record date for the payment of the dividend be April 15, 2013 and that the dividend be paid on April 24, 2013. 2. 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. 3. 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 APA Toni Aaltonen acting as the principal auditor. 4. 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 would decide 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, 2014. This authorization would cancel the repurchase authorization granted by the Annual General Meeting to the Board of Directors on March 28, 2012. 5. 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 8,800,000 shares. The proposed maximum aggregate amount of the authorization corresponds to approximately 20 percent of all the 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, 2014. This authorization would cancel the share issue authorization granted by the Annual General Meeting to the Board of Directors on March 28, 2012. In Vantaa, March 7, 2013 TIKKURILA OYJ The Board of Directors For further information, please contact: Tikkurila Oyj Antti Kiuru, Group Vice President, Legal Mobile +358 400 686 488, antti.kiuru@tikkurila.com For 150 years already, Tikkurila has provided consumers and professionals with user-friendly and sustainable solutions for surface protection and decoration. Tikkurila wants to be the leading paint company in the Nordic area as well as in Russia and other selected Eastern European countries. - Tikkurila inspires you to color your life. www.tikkurilagroup.com