TULIKIVI CORPORATION RESOLUTIONS OF THE ANNUAL GENERAL MEETING
25 April 2019 at 1 p.m.
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF TULIKIVI CORPORATION AND ORGANISATION OF THE BOARD
The Annual General Meeting of Tulikivi Corporation held on 24 April 2019 approved the financial statements for the financial year 2018 and discharged the members of the Board 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 to authorise the Board to decide to issue shares, to dispose of the company’s own shares and to issue rights of option and special rights related to shares.
1 Dividend
The Annual General Meeting resolved, in accordance with the Board’s proposal, that dividends will not be paid.
2 Remuneration of Board members and auditor’s fees
The annual remuneration of a Board member is EUR 19,000. Each Board member will receive 40% of the annual remuneration in the form of Tulikivi Corporation Series A shares. In addition, the Chairman of the Board will be paid a monthly remuneration of EUR 4,500. The Board member serving as secretary to the Board will be paid a monthly remuneration of EUR 1,400. The members of the Nomination Committee of the Board and the members of the Audit Committee of the Board will receive a remuneration of EUR 330 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. Jaakko Aspara, Ludmila Niemi, Markku Rönkkö, Reijo Svanborg, Jyrki Tähtinen and Heikki Vauhkonen were to the Board.
4 Auditor
Authorised Public Accounting firm KPMG Oy Ab was elected auditor, with Kirsi Jantunen, Authorised Public Accountant, acting as the chief auditor.
5 Authorisation of the Board to decide on an issue of shares and the right to issue rights of option and 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 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 numbers: A total of no more than 15,656,622 A series and no more than 2,304,750 K series shares. The authorisation also includes the right to carry out share issues 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 receivables. The authorisation also includes the right to pay remuneration in the form of shares. The Board is entitled to decide on other issues related to share issues. The authorisation is in force until the Annual General Meeting to be held in 2020.
6 Organisation of the Board
At its organisational meeting following the Annual General Meeting the Board elected Jyrki Tähtinen as its chairman and Markku Rönkkö as its secretary. Jyrki Tähtinen was elected as chairman of the Nomination Committee and Markku Rönkkö and Heikki Vauhkonen as its members. Markku Rönkkö was elected as chairman of the Audit Committee and Ludmila Niemi and Reijo Svanborg as its members.
TULIKIVI CORPORATION
Jyrki Tähtinen
Chairman of the Board
Additional Information: Tulikivi Corporation, 83900 Juuka, tel. +358 403 063 100
- Jyrki Tähtinen, Chairman of the Board, tel. +358 400 406 509
- Heikki Vauhkonen, Managing Director, tel. + 358 207 636 555
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