Expert Corporate Governance Service (ECGS)
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Nokian Tyres April 09th, 2019

In general, Nokian Tyres is in compliance with the Finnish regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 12, the (re-)election of the board of directors is proposed. Although there is sufficient independent representation on the board, ECGS has concerns over the level of female representation on the board (25%) and the aggregate time commitments of no less than 3 directors: Messrs. Kari Jordan, Pekka Vauramo and Petteri Walldén. Based on the above concerns, ECGS recommends to vote OPPOSE.

Under ITEM 13, the audit committee of the board of directors seeks approval of the remuneration of the auditor. In view of the substantial amount of non-audit fees, ECGS recommends to vote OPPOSE.

Under ITEM 14, the audit committee of the board of directors seeks approval of the (re-)election of the auditor. In light of the current term in office of the statutory auditor, ECGS recommends to vote OPPOSE.Finally, under ITEM 16, the board of directors seeks authorisation to issue shares. The authority requested is limited to 18.1% of the Company's share capital and thereby substantially exceeds ECGS' guidelines. Accordingly, ECGS recommends to vote OPPOSE.

Nokian Tyres

Nokian Tyres is a tyre manufacturer. Co. mainly sells its products in the aftermarket. Co. and its subsidiaries include the Vianor tyre retail chain, which provides wholesale and retail services in Co.'s primary markets. The core business units in Co. and its subsidiaries are Passenger Car Tyres, which develops, manufactures, and markets summer and winter tyres for passenger cars and delivery trucks as well as SUVs; Heavy Tyres, which focuses on special tyres; as well as Vianor, which provides tyres for all vehicles: passenger cars, vans, trucks, and heavy machinery. In addition to Nokian-branded tyres, the Vianor tyre retail chain sells other tyre brands and a variety of motoring products.


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