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2017-02-09

Tikkurila Oyj: Board of Directors' proposals to the Annual General Meeting to be held on April 4, 2017

Tikkurila Oyj

Stock Exchange Release

February 9, 2017 at 9:05 a.m. (CET+1)

Board of Directors' proposals to the Annual General Meeting to be held on
April 4, 2017

The proposals of the Nomination Board of Tikkurila Oyj to the Annual General
Meeting concerning the number, election and remuneration of the members of
the Board of Directors have been published on January 25, 2017.

The Annual General Meeting of Tikkurila Oyj will be held on Wednesday April 4,
2017 at 10.00 a.m. in Finlandia Hall, Mannerheimintie 13, Helsinki, Finland.
The notice of the Annual General Meeting will be published on March 1, 2017
on Tikkurila Oyj's website and as a stock exchange release. A summary of the
notice will be published in Helsingin Sanomat on March 2, 2017.

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 will be paid for the year ended on December 31, 2016
and that the rest be retained and carried further in the Company's
unrestricted equity. The proposed dividend totals approximately EUR 35,3
million, which corresponds to approximately 79% percent of the Group's net
profit for 2016. The record date for the payment of the dividend will be
April 6, 2017 and the proposed payment date is April 13, 2017.

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.

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.

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 authorization for repurchases of Company's own shares is proposed to be
carried out at the market price of the share on Nasdaq Helsinki Ltd or in
other marketplace the rules of which allow companies to trade with their own
shares. The authorization entitles the Board of Directors to repurchase the
shares in another proportion than that of the shares held by the current
shareholders (directed repurchase). In repurchasing of the Company's own
shares, the Company may enter into derivative, stock lending or other
arrangements customary in capital market practice within the limits set by
law and other regulations. In repurchases, the Company will follow the rules
and guidelines regarding, among other factors, the determination of the
repurchase price, settlement and disclosure of trades, of the marketplace in
which the repurchase is carried out.

The consideration payable for the repurchase of the shares shall be based on
the market price of the Company's share on the securities market. The minimum
consideration of the repurchase of the Company's own shares is the lowest
market price of the share quoted during the authorization period and,
correspondingly, the maximum price is the highest market price of the share
quoted 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, 2018.

This authorization would cancel the repurchase authorization granted by the
Annual General Meeting to the Board of Directors on April 6, 2016.

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 the 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 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 in deviation 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, settling 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 would decide upon other terms and conditions related to
the share issues. The authorization would be valid until the end of the next
Annual General Meeting, however, no longer than until June 30, 2018.

This authorization would cancel the share issue authorization granted by the
Annual General Meeting to the Board of Directors on April 6, 2016.

Tikkurila Oyj

Erkki Järvinen, President and CEO

For further information, please contact:

Antti Kiuru, Tikkurila Oyj, Group Vice President, Legal, mobile +358 400 686
488,antti.kiuru@tikkurila.com

Tikkurila is the leading paints and coatings professional in the Nordic region
and Russia. With our roots in Finland, we now operate in 14 countries. Our
high-quality products and extensive services ensure the best possible user
experience in the market. Sustainable beauty since 1862.

www.tikkurilagroup.com

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This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Tikkurila Oyj via Globenewswire

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