Nokian Tyres plc Stock Exchange Release February 10, 2026 at 1:20 p.m. EET
The shareholders of Nokian Tyres plc (Nokian Tyres or Company) are invited to
the Annual General Meeting (General Meeting) to be held on March 25, 2026 at
2:00 p.m. (EET) at Finlandia Hall, Helsinki Hall at the address Mannerheimintie
13e, 00100 Helsinki, Finland (entrance M3, from Mannerheimintie door). The
reception of attendees who have registered for the meeting and distribution of
voting tickets will start on 12:30 p.m. (EET) at the meeting venue.
Shareholders may also exercise their voting rights by voting in advance or by
way of proxy representation. Instructions for advance voting and authorization
of proxy representatives are provided in section C of this notice to the General
Meeting.
Shareholders registered for the General Meeting may follow the meeting via a
webcast. Instructions on how to follow the webcast are presented in section C of
this notice and on the Company's website at
company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/). It is not possible for shareholders to ask
questions, make counterproposals, otherwise speak, or vote via the webcast, and
following the webcast is not considered as participation in the General Meeting
or exercise of shareholders' rights. Shareholders who intend to follow the
meeting via webcast and wish to exercise their voting rights are referred to
vote in advance or by way of proxy representation.
Before the General Meeting, from 1:15 p.m. to 1:45 p.m. (EET), Nokian Tyres'
President and CEO Paolo Pompei will be available at a discussion event organized
by the Company during coffee service. The discussion event is not part of the
General Meeting and it is held in English. In connection with the event,
participants can present questions to the President and CEO, but the event will
not be a decision-making forum. Questions presented at the event are thus not
questions referred to in Chapter 5, Section 25 of the Finnish Companies Act.
A. Matters on the Agenda of the General Meeting
Information and proposals concerning the formal organizational matters in agenda
items 1 to 5 are included in a separate organizational document published on
Nokian Tyres' website at company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/), which document also constitutes a part of this
notice. The document will be supplemented as needed at the meeting with such
information that is not available before the General Meeting.
At the General Meeting, the following matters will be considered:
1. Opening of the General Meeting
2. Calling the General Meeting to order
3. Election of the persons toscrutinizethe minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance and adoption of the list of votes
6. Presentation of the Financial Statements, the Report by the Board of
Directors, the Auditor's Report and the Assurance Report on the Sustainability
Statement for the year 2025
Review by the President and CEO.
The Company's Annual Report 2025, which includes the Company's Financial
Statements, the Report by the Board of Directors (including the Sustainability
Statement), the Auditor's Report and the Assurance Report on the Sustainability
Statement, is available on the Company's website at
company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/) at the latest on March 4, 2026.
7. Adoption of the Financial Statements for 2025
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
According to the Financial Statements for the financial year January 1-December
31, 2025, the Company's distributable funds amounted to EUR 744.0 million.
The Board of Directors proposes to the General Meeting that a dividend of EUR
0.25 per share be paid to shareholders who are registered in the Company's
shareholder register maintained by Euroclear Finland Oy on the dividend record
date of March 27, 2026. The payment date proposed by the Board of Directors is
April 15, 2026.
9. Resolution on the discharge of the members of the Board of Directors and the
President and CEO from liability
10. Adoption of the Company's Remuneration Report for governing bodies
The Board of Directors proposes to the General Meeting that it adopts, through
an advisory resolution, the Company's Remuneration Report for governing bodies.
The Company's Remuneration Report for governing bodies for the financial year
January 1-December 31, 2025 is available on the Company's website at
company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/) at the latest on March 4, 2026.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes that the annual fees payable to the
members of the Board of Directors elected by the General Meeting be as follows:
· EUR 120,000 to the Chair of the Board of Directors (2025: EUR 115,000)
· EUR 78,000 to the Deputy Chair of the Board of Directors (2025: EUR 76,000)
· EUR 78,000 to the Chairs of the Board Committees (2025: EUR 76,000)
· EUR 55,000 to the members of the Board of Directors (2025: EUR 53,500).
The Shareholders' Nomination Board further proposes that 60 percent of the
annual fee be paid in cash and 40 percent in the Company's 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-September 30, 2026. If the
remuneration cannot be delivered at that time due to insider regulation or other
justified reasons, the Company shall deliver the shares later or pay the
remuneration fully in cash.
In addition to the annual fees, the Shareholders' Nomination Board proposes that
the meeting fees payable for each Board and its Committee meeting remain
unchanged:
· EUR 700 for meetings held in the board member's home country or remotely
· EUR 1,400 for board members residing in Europe for meetings held in Europe
outside their home country
· EUR 2,100 for board members residing in Europe for meetings held outside
Europe
· EUR 2,100 for board members residing outside Europe for meetings held
outside their home country
Travel expenses are proposed to be compensated in accordance with the company's
travel policy.
12. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the General Meeting that the
Board of Directors consists of seven members including the Chair and the Deputy
Chair of the Board of Directors.
13. Election of members of the Board of Directors
The Shareholders' Nomination Board proposes to the General Meeting that the
following current members of the Board of Directors be re-elected to the Board
of Directors for a term ending at the end of the 2027 Annual General Meeting:
· Elina Björklund
· Susanne Hahn
· Markus Korsten
· Elisa Markula
· Antti Mäkinen
· Jouko Pölönen
The Shareholders Nomination Board proposes that Tom Adams be elected as a new
member to the Board of Directors.
Jukka Hienonen, the current Chair of the Board of Directors, has announced that
he will not be available for re-election.
The Shareholders Nomination Board proposes that Jouko Pölönen be elected as the
Chair of the Board of Directors and Elina Björklund be re-elected as the Deputy
Chair of the Board of Directors.
All candidates have given their consent to be elected. They have been assessed
to be independent of the Company and its major shareholders.
The Shareholders' Nomination Board has considered the composition of the Board
of Directors in terms of its overall structure, as well as the individual
members' versatile and mutually complementary professional expertise and
experience. The Shareholders' Nomination Board therefore recommends that the
Board of Directors be elected as a whole.
More information on the new proposed Board member is available on the Company's
website at company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/).
14. Resolution on the remuneration of the Auditor
The Board of Directors proposes to the General Meeting that the fees of the
Auditor be paid as invoiced and approved by the Company.
15. Election of the Auditor
Based on the recommendation of the Audit Committee, the Board of Directors
proposes to the General Meeting that Ernst & Young Oy, a firm of authorized
public accountants, be re-elected as the Company's Auditor for a term ending at
the closing of the 2027 Annual General Meeting.
Ernst & Young Oy has notified that Mikko Järventausta, APA, would act as the
principally responsible Auditor.
16. Resolution on the remuneration of the Sustainability Reporting Assurance
Provider
The Board of Directors proposes to the General Meeting that the fees of the
Sustainability Reporting Assurance Provider be paid as invoiced and approved by
the Company.
17. Election of the Sustainability Reporting Assurance Provider
Based on the recommendation of the People and Sustainability Committee, the
Board of Directors proposes to the General Meeting that Ernst & Young Oy, a firm
of authorized sustainability auditors, be elected as the Company's
Sustainability Reporting Assurance Provider for a term ending at the closing of
the 2027 Annual General Meeting.
Ernst & Young Oy has notified that Mikko Järventausta, APA, ASA, would act as
the principally responsible Sustainability Auditor.
18. Authorizing the Board of Directors to decide on the repurchase of the
Company's own shares
The Board of Directors proposes to the General Meeting that the Board of
Directors be authorized to decide on the repurchase of a maximum of 13,800,000
shares in the Company by using funds in the unrestricted shareholders' equity.
The proposed number of shares corresponds to approximately 9.9 percent of all
the Company's shares.
The shares may be repurchased to improve the capital structure of the Company,
to carry out acquisitions or other arrangements related to the Company's
business, to be transferred for other purposes, to be cancelled, to be used in
the Company's incentive plans or if, according to the Board of Directors'
understanding, it is in the interest of shareholders.
The price paid for the shares repurchased under the authorization shall be based
on the market price of the Company's share in public trading. The minimum price
to be paid would be the lowest market price of the share quoted in public
trading during the authorization period and the maximum price the highest market
price quoted during the authorization period.
The Company's own shares may be repurchased otherwise than in proportion to the
shareholdings of the shareholders (directed repurchase).
It is proposed that the authorization be effective until the next Annual General
Meeting, however at the latest until June 30, 2027.
The authorization would cancel the authorization given to the Board of Directors
by the Annual General Meeting on May 7, 2025.
19. Authorizing the Board of Directors to decide on the issuance of shares and
special rights entitling to shares
The Board of Directors proposes to the General Meeting that the Board be
authorized to decide on the offering of no more than 13,800,000 shares through a
share issue, or by granting special rights under Chapter 10, Section 1 of the
Finnish Limited Liability Companies Act that entitle to shares (including
convertible bonds), on one or more occasions.
The Board of Directors may decide to issue new shares or shares held by the
Company. The maximum number of shares included in the proposed authorization
accounts for approximately 9.9 percent of all the Company's shares.
The authorization includes the right to issue shares or special rights through
private offering, in other words to deviate from the shareholders' pre-emptive
right subject to the provisions of the law. Under the authorization, the Board
of Directors would be entitled to decide on the terms and conditions of a share
issue, or the granting of special rights under Chapter 10, Section 1 of the
Finnish Limited Liability Companies Act, including the recipients of shares or
special rights entitling to shares, and the compensation to be paid. It is
proposed that this authorization be exercised for purposes determined by the
Board of Directors.
The subscription price of new shares shall be recognized under unrestricted
equity reserve. The consideration payable for the Company's own shares shall be
recognized under unrestricted equity reserve.
It is proposed that the authorization be effective until the next Annual General
Meeting, however at the latest until June 30, 2027.
The authorization would cancel the authorization given to the Board of Directors
by the Annual General Meeting on May 7, 2025.
20. Authorizing the Board of Directors to decide on donations
The Board of Directors proposes to the General Meeting that the Board be
authorized to resolve 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 donations can be made in one or more
instalments. The Board of Directors may decide on the donation recipients,
purposes of use and other terms of the donations.
It is proposed that the authorization be effective until the next Annual General
Meeting of Shareholders, however at the latest until June 30, 2027.
The authorization would cancel the authorization given to the Board of Directors
by the Annual General Meeting on May 7, 2025.
21. Closing of the General Meeting
B. Documents of the General Meeting
This notice, which contains all proposals for the resolutions on the matters on
the agenda of the General Meeting, and the organizational document, are
available on Nokian Tyres' website at company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/).
The Company's Remuneration Report as well as the Annual Report 2025, including
the Financial Statements, the Report by the Board of Directors (including the
Sustainability Statement), the Auditor's Report and the Assurance Report on the
Sustainability Statement, are available at company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/) at the latest on March 4, 2026.
The proposals for resolutions and the other above-mentioned documents are also
available for review in digital form at the General Meeting. The minutes of the
General Meeting will be available on the Company's website no later than April
8, 2026.
C. Instructions for the participants of the General Meeting
1. Shareholders registered in the shareholders' register
Shareholders who are registered in the Company's shareholders' register
maintained by Euroclear Finland Oy on the record date of the General Meeting
March 13, 2026, are entitled to participate in the General Meeting. Any
shareholder whose shares are recorded in their personal Finnish book-entry
account (including equity savings account) is automatically included in the
Company's shareholders' register.
The registration for the General Meeting commences on February 12, 2026, at
12:00 p.m. (EET). A shareholder who is registered in the shareholders' register
of the Company and wishes to participate in the General Meeting shall register
for the General Meeting no later than March 18, 2026, at 4:00 p.m. (EET), by
which time the registration must be received.
Such notice of participation can be given:
a) on the Company's website at company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/).
Electronic registration requires strong identification of the shareholder or
their legal representative or proxy with a Finnish, Swedish, or Danish bank ID,
or a mobile certificate.
b) by e-mail to Innovatics Oy at agm@innovatics.fi.
Shareholders registering by e-mail shall submit the registration form and
possible advance voting form available on the Company's website or equivalent
information.
c) by regular mail to Innovatics Oy, General Meeting / Nokian Tyres plc,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
Shareholders registering by mail shall submit the registration form and possible
advance voting form available on the Company's website or equivalent
information.
d) by phone through Innovatics Oy: +358 10 2818 909 on weekdays between
9:00 a.m. and 12:00 p.m. and between 1:00 p.m. and 4:00 p.m. (EET). When
registering by phone, a shareholder cannot vote in advance.
When registering, the shareholder and their representative are required to
provide information, such as the shareholder's name, date of birth or business
ID, phone number and/or e-mail, address, the name of an assistant or proxy
representative and the proxy representative's date of birth, address, phone
number and/or e-mail. The personal data provided to Nokian Tyres or Innovatics
Oy/Inderes Oyj is only used in connection with the General Meeting and the
processing of the necessary registrations related thereto.
The shareholder, their representative or proxy representative must be able to
prove their identity and/or right of representation at the meeting venue upon
request.
2. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the
General Meeting by virtue of any shares that would entitle them to be registered
in the shareholders' register of the Company maintained by Euroclear Finland Oy
on the record date of the General Meeting March 13, 2026. Participation also
requires that the shareholder is temporarily registered in the shareholders'
register held by Euroclear Finland Oy by March 20, 2026, by 10:00 a.m. (EET) at
the latest. This constitutes due registration for the General Meeting for
nominee-registered shares. Changes in the shareholding after the record date of
the General Meeting do not affect the right to participate in the General
Meeting or the shareholder's voting rights.
A holder of nominee-registered shares is advised to request the necessary
instructions from their custodian bank regarding temporary registration in the
shareholders' register of the Company, the issuing of proxy documents and voting
instructions, registration, and attendance at the General Meeting and advance
voting without delay. The account manager of the custodian bank shall
temporarily register the holder of nominee-registered shares who wishes to
attend the General Meeting in the shareholders' register of the Company by the
aforementioned date and time at the latest and, if necessary, arrange for
advance voting on behalf of the holder of nominee-registered shares before the
end of the registration period for holders of nominee-registered shares.
3. Proxy representatives and powers of attorney
A shareholder may attend the General Meeting and exercise their rights at the
meeting by way of proxy representation. The proxy representative may also choose
to vote in advance in the manner described in this notice. The proxy
representative must authenticate to the electronic registration service
personally with strong authentication, after which they will be able to register
and, if necessary, vote in advance on behalf of the shareholder they represent.
The shareholder's proxy must present dated proxy documents, or otherwise in a
reliable manner prove that they are entitled to represent the shareholder at the
General Meeting. Proving the right to represent can be done by using the
suomi.fi e-Authorizations service available in the electronic registration
service.
Model proxy documents and voting instructions are available on the Company's
website at company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/). If a shareholder participates in the General
Meeting through several proxies representing the shareholder with shares held in
different book-entry accounts, the shares on the basis of which each proxy
represents the shareholder shall be identified in connection with the
registration.
Any proxy documents are requested to be submitted preferably as an attachment in
connection with the electronic registration or alternatively by mail to
Innovatics Oy, General Meeting / Nokian Tyres plc, Ratamestarinkatu 13 A, FI
-00520 Helsinki, Finland or by e-mail to agm@innovatics.fi before the end of the
registration period.
Delivery of proxy documents by the due date for the registration constitutes due
registration for the General Meeting, provided that the aforementioned
information required for the registration described in Section C.1. is included
in the delivered documents.
4. Advance voting
A shareholder whose shares in the Company are registered in their personal
Finnish book-entry account (including equity savings account) may vote in
advance on certain items on the agenda of the General Meeting between February
12, 2026 at 12:00 p.m. (EET)-March 18, 2026 at 4:00 p.m. (EET) by the following
means:
a) via the Company's website at company.nokiantyres.com/investors/agm
-2026/ (https://company.nokiantyres.com/investors/corporate-governance/annual
-general-meeting/agm-2026/). Login to the service is done in the same way as for
registration in section C.1 of this notice.
b) by e-mail by submitting the advance voting form available on the
Company's website or equivalent information to Innovatics Oy at
agm@innovatics.fi.
c) by mail by submitting the advance voting form available on the Company's
website or equivalent information to Innovatics Oy at Innovatics Oy, General
Meeting / Nokian Tyres plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
Advance votes must be received by the time the advance voting ends. The
submission of votes by mail or e-mail before the end of the registration and
advance voting period shall be considered as registration for the General
Meeting, provided that it contains the information required above for
registration.
A shareholder who has voted in advance may not exercise the right to submit
questions or demand a vote under the Finnish Limited Liability Companies Act
unless they attend the General Meeting in person or by proxy at the meeting
venue.
With respect to nominee registered shareholders, the advance voting is carried
out by the account manager. The account manager may vote in advance on behalf of
the holders of nominee-registered shares they represent, in accordance with the
voting instructions given, during the registration period set for the nominee
-registered shareholders.
An agenda item subject to advance voting is considered to have been presented
unchanged to the General Meeting.
5. Other instructions and information
The General Meeting will be held in Finnish, and it will be simultaneously
interpreted into English. The review by the President and CEO will be held in
English and simultaneously interpreted into Finnish.
Shareholders registered for the General Meeting may also follow the meeting via
a webcast. The link and password for following the meeting remotely will be sent
no later than the day before the General Meeting by e-mail and/or SMS to the e
-mail address and/or mobile phone number provided by the shareholder in
connection with registration. Following the webcast is not considered as
official participation in the General Meeting and it is not possible for
shareholders to submit questions, make counterproposals, otherwise speak, or
vote via the webcast.
Pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies
Act, a shareholder who is present at the General Meeting has the right to
request information with respect to the matters to be considered at the General
Meeting.
On the date of this notice, February 10, 2026, the total number of shares in
Nokian Tyres is 138,921,750, which equals 138,921,750 votes.
Changes in the shareholding after the record date of the General Meeting do not
affect the right to participate in the General Meeting or the shareholder's
voting rights.
Information about parking arrangements at Finlandia Hall is available on
finlandiatalo.fi/en/finlandia-hall/location
-transportation/ (https://www.finlandiatalo.fi/en/finlandia-hall/location
-transportation/). Nokian Tyres does not pay parking fees.
In Helsinki, on February 10, 2026
Nokian Tyres plc
Board of Directors
Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9:00 a.m. to 12:00 p.m. and from 1:00 p.m.
to 4:00 p.m. (EET) or yhtiokokous@nokiantyres.com or agm@innovatics.fi.
Other additional information:
Elisa Erkkilä, General Counsel, SVP Legal & Compliance
tel. +358 10401 7050
Annukka Angeria
Senior Manager, Investor Relations and Strategic Project Communications
tel. +358 10 401 7581
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 4,000 people with net sales of EUR 1.4
billion in 2025, 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 (https://eur04.safelinks.protection.outlook.
com/?url=https%3A%2F%2Fcompany.nokiantyres.com%2F&data=05%7C02%7Canne.aittoniemi%
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%7C&sdata=RYIyEQxqe8v74dxOz0BKe0IiH6ZD8dD86cADiGHSapk%3D&reserved=0),
www.nokiantyres.com (https://eur04.safelinks.protection.outlook.com/?url=https%3A
%2F%2Fpublish.ne.cision.com%2Fl%2Fhdyxuosoc%2Fwww.nokiantyres.com&data=05%7C02%7C
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