Nokian Tyres plc: Proposals by the Shareholders' Nomination Board to the 2026 Annual General Meeting

Nokian Tyres plc Stock Exchange Release January 9, 2026 at 4:15 p.m. EET

The Shareholders’ Nomination Board proposes to the 2026 Annual General Meeting that the meeting would make the following decisions:

Composition of the Board of Directors 

The Shareholders’ Nomination Board proposes that the Board of Directors consists of seven members including the Chair and the Deputy Chair of the Board of Directors. 

The Shareholders’ Nomination Board proposes 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 Tom Adams be elected as a new member to the Board of Directors. His resume is attached to this release. 

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.

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 Annual 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 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 will 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.

Shareholders’ Nomination Board

The 2020 Annual General Meeting resolved to establish the Shareholders’ Nomination Board, which is responsible for preparing proposals regarding the election and remuneration of members of the Board of Directors for submission to Annual General Meetings.

The Shareholders’ Nomination Board consists of five members. Four members represent the company’s four largest shareholders, and one member is the Chair of the Board of Directors. The composition of Shareholders’ Nomination Board that prepared the proposals to 2026 Annual General Meeting is as follows:  

• Chair, Mr. Petter Söderström (CFO, Solidium Oy), appointed by Solidium Oy
• Mr. Mikko Mursula (CEO, Ilmarinen Mutual Pension Insurance Company), appointed by Ilmarinen Mutual Pension Insurance Company
• Mr. Timo Sallinen (Director, Head of Listed Securities, Varma Mutual Pension Insurance Company), appointed by Varma Mutual Pension Insurance Company
• Mrs. Jonna Ryhänen (Chief Investment Officer and Deputy CEO, Elo Mutual Pension Insurance Company), appointed by Elo Mutual Pension Insurance Company
• Mr. Jukka Hienonen, Chair of the Board of Directors, Nokian Tyres plc

The Shareholders’ Nomination Board had five meetings with full attendance.

Further information:
Petter Söderström, Chair of the Shareholders' Nomination Board,
tel. +358 400 431 148

Nokian Tyres plc
Elina Lehtinen, Director, External Communications
Tel. +358 10 401 7361

[email protected]
[email protected]

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 3,800 people with net sales of EUR 1.3 billion in 2024, 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, www.nokiantyres.com