Summons to the Annual General Meeting of Tulikivi Corporation
Notice to convene annual general meeting
Summons to the Annual General Meeting of Tulikivi Corporation
TULIKIVI CORPORATION STOCK EXCHANGE RELEASE
February 10, 2012 at 16.00
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 April 12, 2012 at 13.00 at the Kivikylä auditorium in
Nunnanlahti, Juuka. The reception of persons who have registered for the
meeting will commence at 12.30 a.m.
A. 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
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 auditor’s report for the year 2011
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet
The Board of Directors proposes to the Annual General Meeting that the dividend
will not be paid.
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 18,000, 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, 2012 for a total
consideration per each Board member of no more than 7,200 euros. The
purchase of shares will take place on the basis of the General Meeting’s
resolution and instructions. If it is not possible to effect the purchase of
the shares on or before the above date, the remuneration will be paid in cash.
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 6,500 euros monthly salary and the Board member
serving as secretary to the Board of Directors a 1,400 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 company’s travelling
compensation regulations. The members of committees of the Board will receive a
330 euros 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 six 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 Mr. Olli
Pohjanvirta, Mr. Markku Rönkkö, Mr. Pasi Saarinen, Mrs. Maarit
Toivanen-Koivisto, Mr. Heikki Vauhkonen and Mr. Matti Virtaala will be
re-elected members of the Board of Directors.
13. Decision concerning Nomination Board and its composition
- The Nomination Committee proposes to the Annual General Meeting that the
Meeting should decide to establish a Nomination Board, to which Olli
Pohjanvirta, Reijo Vauhkonen and Matti Virtaala would be elected.
The Nomination Board would submit to the following Annual General Meeting a
proposal concerning the members to be appointed to the Board of Directors.
14. 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.
15. 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.
16. Authorizing the Board of Directors to decide on the repurchase of the
company’s 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 company’s own shares under the following terms:
a) The company’s shares are to be acquired in order to develop the company’s
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 company’s 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 company’s shareholders own shares in
the company, at the price set at the NASDAQ OMX Helsinki Oy and in accordance
with its rules;
(ii) The company’s 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 of 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
e) The authorisation to repurchase shares is in force until the Annual General
Meeting to be held in 2012, 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.
17. Authorizing the Board of Directors to decide on the issuance 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
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 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 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 subscriber’s
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
No more than 5,520,794 A-series shares in the aggregate and no more than
1,908,000 K-series shares in the aggregate (i.e. no more than a 7,428,794
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 2013 however, until 30 June 2013 at the latest.
18. 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 2012. The annual report of Tulikivi Corporation, including the
company’s annual accounts, the report of the Board of Directors and the
auditor’s report as well as the the Corporate Governance Statement, is
available on the above-mentioned website no later than March 20, 2012. 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 26, 2012.
C. Instructions for the participants in the general meeting
1. The right to participate and registration
Each shareholder, who is registered on March 29, 2012 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 April 2, 2012 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 or
b) by telephone + 358 207 636 251 or + 358 207 636 322 (from Monday to Friday
at 8.00 a.m. – 4.00 p.m.);
c) by telefax; + 358 206 050 701 or
d) by regular mail to Tulikivi Corporation/ Annual General Meeting, FI-83900
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 March 29, 2012, 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 April 5, 2012, 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 2012.
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
Possible proxy documents should be delivered in originals to Tulikivi
Corporation/ general meeting, FI-83900 Juuka on or before the last date for
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 Annual General Meeting, on February 10,
2012, 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 95,400,00 votes. On the basis of the above, a maximum of
122,879,770 votes can be cast at the general meeting.
In Juuka February 10, 2012
BOARD OF DIRECTORS