TULIKIVI CORPORATION STOCK EXCHANGE RELEASE 83900 JUUKA April 16, 2013 at 5.00 p.m.
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF TULIKIVI
CORPORATION AND ORGANISATION OF THE BOARD
The Annual General Meeting of the Tulikivi Corporation held on April 16, 2013 approved the financial statement for the financial year 2012 and discharged the members of the Board of Directors and the Managing Director from liability. It was resolved that the dividend will not be paid. The Annual General Meeting accepted the proposals of the Board of Directors, to authorise the Board of Directors to acquire the company’s own shares, to decide upon an issue of shares, to dispose of the company’s own shares and to issue special rights related to the shares. In addition the Annual General Meeting accepted Board´s proposal for amendments of the Articles of Association.
1. Dividend
The Annual General Meeting resolved, in accordance with the Board’s proposal that the dividend will not be paid.
2. Remuneration of Board members and auditor’s fees
The annual remuneration of a Board member is EUR 18,000. In accordance with the resolution of the Annual General Meeting, each Board member will receive 40 per cent of the annual remuneration in the form of Tulikivi Corporation Series A shares. In addition, the full-time Chairman of the Board of Directors will be paid a EUR 14, 500 monthly salary or the part-time Chairman of the Board of Directors will be paid a EUR 4,500 monthly salary. The Board member serving as secretary to the Board of Directors will be paid a EUR 1,400 monthly salary. The members of the Nomination Board and the members of the Audit Committee of the Board will receive a EUR 330 remuneration per each meeting. The fees for the auditor are paid according to the relevant invoice.
3. Board members
The number of Board members was set at six. Mrs. Nella Ginman-Tjeder, Mr. Olli Pohjanvirta, Mr. Markku Rönkkö, Mr. Pasi Saarinen, Mr. Harri Suutari and Mr. Heikki Vauhkonen were elected as the members of the Board of Directors.
4. The Nomination Board and its composition
The Annual General Meeting accepted the proposal of shareholders representing more than 75 % of the voting rights in the company for the members of the Nomination Board. Mr. Heikki Vauhkonen, Mr. Reijo Vauhkonen and Mr. Matti Virtaala were elected as the members of the Nomination Board.
5. Auditor
The firm of independent public accountants KPMG Oy Ab was elected the auditor of Tulikivi Corporation, with Mr. Ari Eskelinen, Authorized Public Accountant, acting as the chief auditor.
6. Authorisation to acquire the company’s own shares
The Annual General Meeting granted the Board authorisation to acquire the company’s own shares as proposed by the Board. The company's own shares are acquired to develop the company's capital structure and to be used as consideration in business and company acquisitions and other structural arrangements, the manner and scope of which will be determined at the discretion of the Board of Directors. In addition the shares can be acquired for the use in share-based incentive arrangement, for payment of share-based remuneration or otherwise to be transferred or cancelled. No more than a total of 2 760 397 Series A shares of the company shall be acquired and no more than a total of 954 000 Series K shares of the company shall be acquired, taking into account that the company may not hold more than 10 per cent of all shares. The authorisation is in force until the Annual General Meeting to be held in 2014 but, however, not for a longer period than 18 months as of the resolution by the General Meeting.
7. The authorisation of the Board of Directors to decide on an issue of shares and the company´s own shares in possession of the company and the right to issue special rights which give entitlement to shares as defined in Chapter 10 Article 1 of the Companies´ Act
The Annual General Meeting authorised the Board of Directors to decide on the issue of new shares or the company´s own shares in possession of the company as proposed by the Board. The new shares and the company´s own shares in possession of the company can be issued in the following amounts: A total of no more than 5 520 794 A series and no more than 1 908 000 K series shares.
The authorisation also includes the right to carry out share capital increase deviating from the shareholders´ pre-emptive subscription right provided there is a weighty financial reason from the company´s point of view for the deviation.
The authorisation includes the right to issue cost-free shares to the company, provided that the number of shares issued to the company would not exceed one tenth of all shares of the company.
The authorisation also includes the right to issue special rights, as defined in Chapter 10 Article 1 of the Companies´ Act, which entitle to subscribe for shares against payment or by setting off the receivable.
The authorisation also includes the right to pay remuneration in the form of shares.
The Board of Directors is entitled to decide on other issues related to the share issues. The authorisation to repurchase shares is in force until the Annual General Meeting to be held in 2014.
8 .The amendment of the Articles of Association
The General Meeting approved the Board’s proposals for amending the Articles of Association.
A new article 3 a, following article 3, was added to the Articles of Association. The new article is about converting series K shares into series A shares if so requested by the holder of the series K share and provided that the number of shareholders owning series K shares is less than 150.
In addition, an amendment was made to article 8 of the Articles of Association to the effect that the notice of meeting is to be published as a stock exchange release and on the company’s website.
9. Organisation of the Board
At its organisational meeting following the Annual General Meeting the Board elected Heikki Vauhkonen as its full-time Chairman and Markku Rönkkö as its secretary. Markku Rönkkö was elected as chairman of the Audit Committee and Pasi Saarinen and Nella Ginman-Tjeder as its members.
TULIKIVI CORPORATION
Heikki Vauhkonen
Chairman of the Board
Additional Information: Tulikivi Corporation, 83900 Juuka, tel. +358 403 033 100
Heikki Vauhkonen, Chairman of the Board, tel. +358 207 636 555
Jouni Pitko, Managing Director, tel. +358 403 063 222
Distribution: NASDAQ OMX Helsinki Ltd, key media
www.tulikivi.com
Attachment: Press release: Nella Ginman-Tjeder and Harri Suutari join Tulikivi Corporation´s Board of Directors
