Stock Exchange Releases
11.4.2003
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The Annual General Meeting of Tulikivi Corporation was held on 11 April 2003. The meeting approved the financial statements of the company and the group for the fiscal year 2002 as presented by the Board of Directors and discharged the board members of the company and the Managing Director from liability.
Dividend The Annual General Meeting decided to follow the Board’s proposal for paying dividend: – EUR 1.05/A-share – EUR 1.00/K-share The record date for dividend payment will be 16 April 2003. Dividend will be paid out on 25 April 2003.
Remuneration for Board members In accordance with the decision reached by the Annual General Meeting, each Board member will receive 40 per cent of the annual remuneration in the form of Tulikivi Corporation A-shares. The Tulikivi shares in question will be acquired for the Board members through a stock purchase by 31 December 2003. Board members are not authorized to transfer these shares before the termination of their membership on the Board unless they have received the Board´s express permission to do so.
Board members and Chairman of the Board The number of board members was ratified as seven. The current Board was re-elected and consists of the following members: Bishop Ambrosius, Metropolitan of Helsinki; Mr. Juhani Erma, attorney at law, Licenciate of Laws; Mr. Eero Makkonen, Vice Chairman of the Board, Skanska Oy; Mr. Aimo Paukkonen, Managing Director, Olena Oy; Mr. Reijo Vauhkonen, Industrial Alderman, founder of the company; Mr. Heikki Vauhkonen, Marketing Director, Tulikivi Corporation; Mr. Matti Virtaala, Managing Director, Abloy Oy. The initial meeting of the Board was held immediately following the Annual General Meeting. Mr. Matti Virtaala was elected Chairman of the Board, and Mr. Reijo Vauhkonen was elected Vice Chairman.
Auditors Authorized accountancy firm PriceWaterhouseCoopers Oy were chosen as the auditor for Tulikivi Corporation.
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Amendment to paragraph 2 of Tulikivi Corporation´s Articles of Association regarding the Company´s line of business According to the decision made the the Annual General Meeting paragraph 2 of the Articles of Association regarding the Company´s line of business is as follows: The Company´s line of business consists of the acquisition and administration of soapstone reserves and quarries, the design of products made of soapstone and other mining materials, the manufacture, installation, sale and marketing both in Finland and abroad of these natural resources and their by-products as well as of construction materials and construction equipment, especially construction materials made of natural stone, as well as the execution of construction projects. The Company may also carry out activities that are of service to the heating and energy production sectors, as well as engage in other business activities associated with these sectors. In order to carry out its activities, the Company may own and administer real estate, interests and shares.
Authorization to acquire the company’s own shares The Annual General Meeting granted the Board authorization to acquire the company´s own shares as suggested by the Board (APPENDIX 1).
Authorization to relinquish the company´s own shares The Annual General Meeting granted the Board authorization to relinquish the Company´s own shares as suggested by the Board (APPENDIX 2).
Tulikivi Corporation
Matti Virtaala Chairman of the Board
APPENDICES: – Authorization to acquire the company’s own shares (APPENDIX 1) – Authorization to relinquish the company’s own shares (APPENDIX 2)
ADDITIONAL INFORMATION: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 (0)13 681 111, www.tulikivi.com – Chairman of the Board Matti Virtaala – Vice Chairman of the Board Reijo Vauhkonen – Managing Director Juha Sivonen
DISTRIBUTION: Helsinki Stock Exchange and Central Media
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APPENDIX 1
The Board of Directors was authorized to acquire the company’s own shares on the following terms:
a)The company’s own shares are acquired to solidify the company’s capital structure and to be used as compensation in business and company acquisitions and other structural arrangements. The manner and scope of these transactions is at the discretion of the Board of Directors. The Board can also initiate the invalidation of shares by decreasing the capital stock.
b)No more than a total of 67,213 company A-shares and no more than 23,850 company K-shares will be acquired.
c)The shares will be acquired as follows: The company’s A-shares are acquired in another proportion than the shareholders’ proportional shareholdings through public trading at the Helsinki Stock Exchange, as decided upon by the Board of Directors. The price of the shares is determined at time of purchase by the rules and regulations of the Helsinki Stock Exchange.
The company’s K-shares are acquired in proportion to the value of shareholder ownership by making an offer of purchase to K- shareholders. The value of the offer is determined by calculating the weighted average value of the A-shares for a period of two weeks of public trading at the Helsinki Stock Exchange prior to the signing of the offer of purchase. In the event that the number of K-shares stated in the decision reached by the Annual General Meeting cannot be acquired, the Board may acquire the remaining number of shares from those holders of K- shares who are willing to sell more than their proportionate part of the number of shares to be acquired. If the number of shares offered exceeds the number of shares to be acquired, the Board will take the sellers´ shareholding and the number of shares on offer into consideration before deciding how to divide the acquisition of shares between the sellers.
d)The acquisition of shares is carried out using distributable earnings. The acquisition, therefore, reduces the total distributable unrestricted shareholders´ equity.
4(5) e)The authorization for share acquisition is valid until the Annual General Meeting for 2004, how ever for no more than one full year after the decision was reached by the Annual General Meeting.
f)Other matters pertaining to the acquisition of shares are at the discretion of the company’s Board of Directors.
5(5) APPENDIX 2
The Board of Directors was authorized to relinquish the company’s own shares with the following terms:
a)The authorised total amount is not to exceed 67,213 A-shares and 23,850 K-shares acquired for the company.
b)The Board of Directors is authorized to decide to whom and in what order the shares will be relinquished. The Board of Directors has total discretion over the relinquishing and disposing the shares in another proportion than that of the shareholders´ pre-emptive rights to the company shares.
c)The shares are relinquished as compensation in business and company acquisitions or used in other structural arrangements over which the Board of Directors has complete discretion. In addition, the Board of Directors is allowed to make decisions over the sale of company’s own A-shares through public trading at the Helsinki Stock Exchange to secure funds for future company acquisitions or investments.
d)The Board of Directors will determine the transfer price of the shares and the principles used to establish that transfer price. Shares may be transferred in exchange for non-monetary remuneration.
e)The authorization for relinquishing shares is valid until the 2004 annual general meeting and for no longer than one full year beginning from the decision reached by the annual general meeting.
f)Other matters pertaining to relinquishing shares are at the discretion of the company´s Board of Directors.