TULIKIVI CORPORATION STOCK EXCHANGE RELEASE
17 Sept, 2013 at 3.45 p.m.
Notice to Extraordinary General Meeting of Tulikivi Corporation
The shareholders of Tulikivi Corporation are invited to the Extraordinary General Meeting to be held on October 8, 2013 at 09.00 at Ekberg Extra, Bulevardi 9 A, II floor., Helsinki. The reception of persons who have registered for the meeting will commence at 08.30 p.m.
A. Matters on the agenda of the general meeting
The following matters will be dealt with by the Extraordinary 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. Authorizing the Board of Directors to decide on the issuance of shares and the company’s own shares in possession of the company
The Board of Directors proposes to the Extraordinary General Meeting that the Extraordinary General Meeting would resolve to authorise the Board of Directors to decide on the issue of new shares or the company’s own shares in the possession of the company. The new shares and the company’s 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 company’s shares or through a directed issue by 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. 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.
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 Board of Directors is entitled to decide on other issues related to the share issuances.
No more than 26 000 000 A-series shares in the aggregate may be issued (including shares issued on the basis of special rights) on the basis of this authorisation, regardless of whether such shares are new or in the company’s possession.
The authorisation to issue shares is in force until the Annual General Meeting to be held in 2014 however, until 30 June 2014 at the latest. This authorisation does not void the authorisation given by Annual General Meeting of the company on April 16, 2013, which authorisation remains valid.
The share issue authorization is related to the execution of share issue planned by the company. Tulikivi will publish a separate stock exchange release concerning the share issue on September 17, 2013.
7. Termination of the Nomination Board and election of new member of the Board of Directors
The Annual General Meeting of the Company has on April 12, 2012 made resolution to establish a nomination board. The duties of the nomination board include the preparation of proposals for the election of directors to be presented to the general meeting, the preparation of matters relating to the compensation of directors and succession planning with respect to the directors. The current members of the nomination board are Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala.
The Board of Directors proposes to the Extraordinary General Meeting that the nomination board is terminated and in the future its duties are carried out by the a nomination committee of the Board of Directors, that took care of the said duties prior to April 12, 2012. The Board of Directors shall separately elect the members of the nomination committee among its members.
If the General Meeting approves the termination of the nomination board as described above, the Board of Directors additionally proposes that Anu Vauhkonen is elected as new member of the Board of Directors. The amount of members of the Board of Directors would therefore be 7 and the following existing members would continue in the Board of Directors: Nella Ginman-Tjeder, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Harri Suutari and Heikki Vauhkonen.
8. Closing of the meeting
B. Documents of the general meeting
The proposals of the Board of Directors and its Committees relating to the agenda of the General Meeting as well as this notice are available on Tulikivi Corporation’s website at www.tulikivi.com/investors/general meetings/general_meeting_2013. The proposals of the Board of Directors 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 October 22, 2013.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
Each shareholder, who is registered on September 26, 2013 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, Finnish 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 September 28, 2013 giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date.
Such notice can be given:
a) by e-mail to the address kaisa.toivanen@tulikivi.fi
b) by phone + 358 207 636 251 or + 358 207 636 322 (from Monday to Friday at 8.00 a.m. – 4.00 p.m., Saturday 28th of September at 8.00 a.m. – 4.00 p.m. only +358 207 636 251);
c) by telefax, +358 206 050 701 or
d) by regular mail to Tulikivi Corporation/Extraordinary 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 or a proxy and his/her personal identification number.
The personal data given to Tulikivi Corporation is used only in connection with the general meeting and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. on September 26, 2013, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by October 3, 2013, at 10 am. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request in good time 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. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders’ register of the company at the latest by the time stated above.
Further information is also available on www.tulikivi.com/investors/general meetings/general_meeting_2013.
3. 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. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for 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.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the 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 meeting.
On the date of this summons to the Extraordinary General Meeting, on September 17, 2013, the total number of shares in Tulikivi Corporation is [37 143 970] 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 [124 200] A-series shares are held by the company. A-series shares have [27 603 970] votes altogether and K-series shares have [95 400 000] votes. On the basis of the above, a maximum of [122 879 770] votes can be cast at the general meeting.
In Juuka September 17, 2013
TULIKIVI CORPORATION
BOARD OF DIRECTORS