TULIKIVI CORPORATION STOCK EXCANGE RELEASE
MARCH 6, 2009 AT 11.30
SUMMONS TO THE ANNUAL GENERAL MEETING OF TULIKIVI CORPORATION
The shareholders of Tulikivi Corporation are invited to the Annual
General Meeting to be held on March 31, 2009 at 12.00 at the
Kivikyl auditorium in Nunnanlahti, Juuka. The reception of
persons who have registered for the meeting will commence at 11.30
a.m.
Matters on the agenda of the general meeting
The following matters will be dealt with by the Annual General
Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise
the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the
list of votes
6. Presentation of the annual accounts, the report of the board of
directors and the auditors report for the year 2008
- Review by the CEO
7. Adoption of the annual accounts
8. 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 0.0280 euros/share is paid as dividend for the A-series
shares and that 0.0263 euros/share is paid as dividend for the K-
series shares. The dividend decided by the Annual General Meeting
will be paid for shares that have been recorded on the record date
for the dividend payment in the shareholders register that is
maintained by Euroclear Finland Ltd. The record date for the
dividend payment is April 3, 2009. The Board of Directors proposes
to the Annual General Meeting that the dividend payment date be
April 14, 2009.
9. Resolution on the discharge of the members of the board of
directors and the CEO from liability
10. Resolution on the remuneration of the members of the board of
directors
- The Nomination Committee proposes that the annual remuneration
of Board members is EUR 15,600, of which 60 per cent will be paid
in cash and 40 per cent in the form of Series A shares in Tulikivi
Corporation. The shares will be purchased on the stock exchange on
or before December 31, 2009 for a total consideration per each
Board member of no more than 6,240 euros. The purchase of shares
will take place on the basis of the Annual General Meetings
resolution and instruction. Unless the Board of Directors grants
express permission in advance, members of the Board are not
allowed to transfer any shares received in this manner until their
Board membership has ended. In addition, the Chairman of the Board
of Directors will be paid a 6,240 euros monthly salary and the
Board member serving as secretary to the Board of Directors a 728
euros monthly salary. Board members who perform non-Board
assignments for the company shall be paid a fee on the basis of
time rates and invoices approved by the Board of Directors. Travel
costs will be reimbursed in accordance with the companys
travelling compensation regulations. The members of committees of
the Board will receive a 300 euro remuneration per each meeting
11. Resolution on the number of members of the board of directors
- It is proposed to the Annual General Meeting that seven members
will be elected to the Board of Directors.
12. Election of members of the board of directors
- The Nomination Committee proposes to the Annual General Meeting
that Bishop Ambrosius, Mr. Juhani Erma, Mr. Eero Makkonen, Mrs.
Maarit Toivanen-Koivisto, Mr. Heikki Vauhkonen and Mr. Matti
Virtaala will be re-elected members of the Board of Directors,
and that Mr. Markku Rnkk, M.Sc. (Econ.), from Iisalmi will be
elected new member of the Board of Directors. Mr. Reijo Vauhkonen
has notified that as he will now turn 70 years old, he will no longer
stand as a candidate for election to the Board of Directors.
13. Resolution on the remuneration of the auditor
- The Board of Directors proposes to the Annual General Meeting
that the fees of the auditor are paid according to approved
invoices.
14. Election of auditor
- The Board of Directors proposes to the Annual General Meeting
that the firm of authorized public accountants KPMG Oy Ab will be
elected auditor, with Mr. Ari Eskelinen, Authorized Public
Accountant, acting as the chief auditor.
15. Authorizing the board of directors to decide on the repurchase
of the companys own shares
- The Board of Directors proposes to the Annual General Meeting
that the Annual General Meeting would resolve to authorise the
board of directors to decide on the repurchase of the companys
own shares under the following terms:
a) The companys shares are to be acquired in order to develop the
companys capital structure and to be used as consideration in
acquisitions or other structural arrangements in a manner and with
a scope determined by the Board of Directors. In addition, the
shares may be acquired for the use in share-based incentive
arrangements, for payment of share-based remuneration or otherwise
to be transferred or cancelled.
b) A maximum number of 2,760,397 of the A-series shares and
954,000 of the K-series shares of the company may be repurchased,
taking into account that the company may not hold more than 10 per
cent of all shares.
c) Shares will be acquired in the following manner:
(i) The companys A-series shares will be acquired through public
trading at the NASDAQ OMX Helsinki Oy as decided by the Board of
Directors and by deviating from the proportion in which the
companys shareholders own shares in the company, at the price set
at the NASDAQ OMX Helsinki Oy and in accordance with its rules;
(ii) The companys K-series shares will be acquired in proportion
to shares owned by the shareholders by making an offer to the
owners of the K-series shares with the following terms: the price
paid for the K-series shares corresponds to the weighted average
price paid in the executed transactions in the public trading of
the A-series shares at the NASDAQ OMX Helsinki Oy during the two
week period preceding the signing date of the offer. In case the
company has not managed to acquire the number of K-series shares
set out in the resolution by the General Meeting, the Board of
Directors may acquire the remaining number from those owners of K-
series shares willing to sell more than their proportional share
of the shares to be acquired. In case more shares are offered for
sale than the number to be purchased, the Board of Directors will
decide, having regard to the ownership share of the sellers and
the number of shares offered for sale, how the number shares to be
purchased is to be allocated among the shareholders offering
shares for repurchase.
d) The repurchase of the shares will be carried out with funds
available for distribution of profits and the acquisition will
reduce the equity available for distribution
e) The authorisation to repurchase shares is in force until the
Annual General Meeting to be held in 2010, however, not for a
longer period than 18 months as of the resolution by the General
Meeting.
f) All other issues related to the repurchase of shares are
decided by the Board of Directors of the Company.
16. Authorizing the board of directors to decide on the issuance
of shares aand the companys own shares in possession of the
company and the right to issue special rights which give
entitlement to shares as defined in Chapter 10 Section 1 of the
Companies Act.
The Board of Directors proposes to the Annual General Meeting that
the Annual General Meeting would resolve to authorise the board of
directors to decide on the issue of new shares or the companys
own shares in the possession of the company. The new shares and
the companys own shares in possession of the company may be
issued against payment or free of charge to all shareholders in
accordance with their proportional ownership of the companys
shares or through a directed issue by deviating from the
shareholders pre-emptive subscription right provided there is a
weighty financial reason from the companys point of view for the
deviation. A directed share issue may only be free of charge if
there is a particularly weighty financial reason for it from the
point of view of the company and all its shareholders.
New shares may be issued in the following amounts: a total of no
more than 5,520,794 A-series shares and no more than 1,908,000 K-
series shares. The companys own shares in the companys
possession may be issued in the following amounts: a total of no
more than 5,520,794 A-series shares and no more than 1,908,000 K-
series shares.
In addition, the authorisation would include a right to issue cost-
free shares to the company, provided that the number of shares
issued to the company would not exceed one tenth (1/10) of all
shares of the company. When calculating this number, the number of
shares held by the company as well as those held by its
subsidiaries must be taken into account as set out in Chapter 15,
Section 11, and subsection 1 of the Companies Act.
The authorisation would also include the right to issue special
rights, as defined in Chapter 10, Section 1 of the Companies Act,
which entitle to subscribe for new shares or shares in the
possession of the company against payment. The payment may be made
in cash or by setting off the subscribers receivable against the
company as payment for the share subscription.
The Board of Directors may use the authorization for the purpose
of making fee/salary payments in the form of shares.
The Board of Directors is entitled to decide on other issues
related to the share issuances.
The authorisation to issue shares is in force until the Annual
General Meeting to be held in 2010.
17. Other possible proposals to the meeting
18. Closing of the meeting
B. Documents of the general meeting
The proposals of the board of directors and of the Nomination
Committee relating to the agenda of the General Meeting as well as
this notice are available on Tulikivi Corporations website at
www.tulikivi.com. The annual report of
Tulikivi Corporation, including the companys annual accounts, the
report of the board of directors and the auditors report, is
available on the above-mentioned website no later than March 10,
2009 and it will be mailed to the shareholders on March 16, 2009.
The proposals of the board of directors and the annual accounts
are also available at the meeting. Copies of these documents and
of this notice will be sent to shareholders upon request. The
minutes of the meeting will be available on the above-mentioned
website as from April 14, 2009.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
Each shareholder, who is registered on March 21, 2009 (in practise
March 20, 2009) in the shareholders register of the company held
by Euroclear Finland Ltd., has the right to participate in the
general meeting. A shareholder, whose shares are registered on
his/her personal book-entry account, is registered in the
shareholders register of the company.
A shareholder, who wants to participate in the general meeting,
shall register for the meeting no later than March 21, 2009 by
giving a prior notice of participation. Such notice can be given:
a) by e-mail to the address kaisa.toivanen@tulikivi.fi
b) by telephone + 358 207 636 251;
c) by telefax; + 358 207 636 130 or
d) by regular mail to Tulikivi Corporation/ Annual General
Meeting, FI-83900 JUUKA
In connection with the registration, a shareholder shall notify
his/her name, personal identification number, address, telephone
number and the name of a possible assistant. The personal data
given to Tulikivi Corporation is used only in connection with the
general meeting and with the processing of related registrations.
Pursuant to chapter 5, Section 25 of the Companys 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 meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise
his/her rights at the meeting by way of proxy representation. A
proxy representative shall produce a dated proxy document or
otherwise in a reliable manner demonstrate his/her right to
represent the shareholder at the general meeting.
Possible proxy documents should be delivered in originals to
Tulikivi Corporation/ general meeting, FI-83900 Juuka on or before
the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in
the general meeting, must be entered into the shareholders
register of the company on the record date March 21, 2009 (in
practise as per March 20, 2009) of the meeting. A holder of
nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholders
register of the company, the issuing of proxy documents and
registration for the general meeting from his/her custodian bank.
4. Other instructions and information
On the date of this summons to the Annual General Meeting Tulikivi Corporation
on March 6, 2009, the total number of shares in Tulikivi Corporation is
37,143,970 shares, of which the number of A-series shares is 27,603,970 and the
number of K-series shares is 9,540,000. Of such shares, a total of 110,470
A-series shares were held by the company on the date of this summons. On the
basis of the above, a maximum of 122,893,500 votes could be cast at the general
meeting.
In Juuka March 6, 2009
TULIKIVI CORPORATION
BOARD OF DIRECTORS