Stock Exchange Releases

Invitation to the Annual General Meeting of Tulikivi Corporation 2006

17.2.2006

The shareholders of Tulikivi Corporation are invited to the Annual
General Meeting to be held on 6 April 2006 at 12 a.m. at the
Kivikylä Auditorium in Nunnanlahti, Juuka.

The following matters will be on the agenda of the meeting:

1) Matters specified as being the business of the Annual General
Meeting in Article 10 of the Articles of Association.

2) Proposal of the Board of Directors to the Annual General
Meeting to quadruple the number of shares in proportion to the
holdings of the shareholders without raising the share capital

The Board of Directors proposes that the number of shares be
increased under the following terms:
1) The number of shares in the company will be quadrupled in
proportion to the holdings of shareholders without raising the
share capital. At present, the company’s share capital is EUR
6,192,341.80, which is divided into 2,385,000 Series K shares and
6,721,385 Series A shares with nominal value of EUR 0.68 per
share. Due to the increase in the number of shares, each share
with a nominal value of EUR 0.68 will be converted into four (4)
shares with a nominal value of EUR 0.17 each, after which the
number of Series K shares will be 9,540,000 and the number of
Series A shares 26,885,540.
b) The increase in the number of shares will be carried out in the
book-entry system and does not require shareholders to take
action.
c) It is planned that the increase in the number of shares enters
into force at the earliest on 21 April 2006, i.e. after the record
date.
d) The new shares entitle their holders to a full dividend for the
financial year that began on 1 January 2006, and to the other
shareholder rights once the increase in the number of shares has
been recorded in the Trade Register.
e) Other matters related to the increase in the number of shares
and the necessary practical measures will be decided on by the
company’s Board of Directors.
The higher number of shares will improve the liquidity of the
shares, and enhance the functionality of the stock market. The
increase in the number of shares has no effect on the shareholding
structure of the company, shareholder rights or the relations
between share series.

3) Proposal of the Board of Directors to amend Articles 3 and 4 of
the Articles of Association

Due to the decision to increase the number of shares, the Board of
Directors proposes to the Annual General Meeting that in the
Articles of Association

Article 3 be amended as follows:
Article 3 Minimum and maximum share capital
The company’s minimum share capital is 2,550,000 euros and the
maximum share capital is 10,200,000 euros, within which limits the
share capital can be raised or lowered without amending the
Articles of Association.

The shares are divided into Series K shares, which are referred to
as common shares, and Series A shares, which are referred to as
preference shares, such that the minimum number of Series K shares
is 9,540,000 and the maximum number is 21,840,000, and the minimum
number of Series A shares is 9,790,000 and the maximum number is
38,160,000.

The Series K and Series A shares differ from each other as
follows:

1) Each Series K share confers 10 votes at a General Meeting and
each Series A share one vote.

2) Of the profits to be distributed, the dividend that is paid on
the nominal value of Series A shares shall be at least 1
percentage point greater than that paid on Series K shares.

A General Meeting of shareholders can resolve to issue only Series
K or Series A shares in a rights issue.

and that Article 4 be amended as follows:

Article 4 Nominal value of shares
The nominal value of the shares is EUR 0.17.

4) Proposal of the Board of Directors to authorise the Board of
Directors to decide on the acquisition of the company’s own shares

The Board of Directors is authorised to decide on the acquisition
of the company’s own shares with the following terms:

a) 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. The Board of Directors can also initiate the
invalidation of shares by decreasing the share capital.

b) No more than a total of 672,138 Series A shares of the company
(a maximum of 2,668,552 new Series A shares after the split) shall
be acquired and no more than a total of 238,500 Series K shares of
the company (a maximum of 954,000 new Series K shares after the
split) shall be acquired.

c) The shares shall be acquired as follows:

The company’s Series A shares may be acquired in disproportion to
shareholders’ holdings and are to be acquired through public
trading on the Helsinki Stock Exchange as decided upon by the
Board of Directors, with the price of the shares being their
market rate at the time of purchase, and in accordance with the
rules and regulations of the Helsinki Stock Exchange.

The company’s Series K shares are to be acquired in proportion to
the shareholders’ holdings by making a purchase offer to
shareholders owning Series K shares. The value of the offer is
determined by calculating the weighted average value of the Series
A shares for a period of two weeks of public trading on the
Helsinki Stock Exchange prior to the signing of the purchase
offer. In the event that the number of Series K shares stated in
the decision reached by the general meeting cannot be acquired in
this manner, the Board may acquire the remainder of the shares
from those owners of Series K shares who are willing to sell more
than their relative proportion of the number of shares to be
acquired. In the event that the number of shares offered exceeds
the number of shares to be acquired, the Board will consider the
ownership of the vendors and number of shares offered and decide
how the acquisition is to be divided among those offering their
shares for sale.

As the maximum number of shares to be acquired is 10 per cent of
the total number of shares in the company and the number of votes
conferred by the shares in the company, the acquisition of shares
has no considerable effect on the distribution of the share
ownership or voting power in the company. Related entities, as
defined in the Finnish Companies Act, are estimated to own in
total approximately 54.4 per cent of the share capital and
approximately 85.2 per cent of the votes conferred by the shares
in the company prior to the acquisition of the company’s own
shares. As a major part of the shares in the company are planned
to be acquired through public trading arranged by the Helsinki
Stock Exchange without knowledge of the identity of the
transferors of shares, it is not possible to determine the related
entities’ share of the share capital and of the votes after the
acquisition.

d) The acquisition of shares is to be carried out using
distributable earnings. The acquisition therefore reduces the
total non-restricted distributable equity.

e) The authorisation for share acquisitions is valid until the
Annual General Meeting in 2007, however for not more than one full
year after the decision reached by the Annual General Meeting.

f) Other matters pertaining to the acquisition of shares are at
the discretion of the Board of Directors.

5) Proposal of the Board of Directors to authorise the Board of
Directors to decide on the disposal of the company’s own shares

The Board of Directors is authorised to decide on the disposal of
the company’s own shares on the following terms:

a) The authorised total number of shares is not to exceed 672,138
(a maximum of 2,688,552 after the split) Series A shares and
238,500 (a maximum of 954,000 after the split) Series K shares
acquired by the company.

b) The Board of Directors is authorised to decide to whom and in
what order the shares will be transferred. The Board of Directors
has total discretion over the disposal of the shares in
disproportion to the shareholders’ pre-emptive rights to the
company’s shares.

c) The shares are to be disposed of as consideration in business
and company acquisitions or used in other structural arrangements,
the manner and scope of which will be determined by the Board of
Directors. In addition, the Board of Directors suggests that the
Annual General Meeting authorise the Board of Directors to make
decisions on the sale of the company’s own Series A shares through
public trading on the Helsinki Stock Exchange to secure funds for
future business or company acquisitions or investments.

d) The Board of Directors shall 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
consideration.

e) The authorisation to dispose of shares is valid until the
Annual General Meeting in 2007, however for not more than one full
year beginning from the decision reached by the Annual General
Meeting.

f) Other matters pertaining to the disposal of shares are at the
discretion of the company’s Board of Directors.

6) Proposal of the Board of Directors to authorise the Board of
Directors to decide on raising the share capital

The Board of Directors proposes that the Annual General Meeting
authorise the Board of Directors to increase the share capital in
one or more instalments by means of a rights issue and/or through
the issuance of convertible bonds such that the share capital can
be raised by a maximum of EUR 1,238,468 on the basis of the rights
issue and convertible bonds by offering a maximum of 1,821,277 new
Series A shares for subscription (a maximum of 7,825,108 split new
Series A shares) at the price determined by the Board of Directors
and under the other terms set by the Board.

The Board of Directors proposes that the authorisation include the
right to waive the pre-emptive subscription right of shareholders
provided there is a weighty financial reason for the company to do
so. The authorisation can be used to develop the capital
structure, expand the shareholder base, as consideration in
acquisitions, or when the company acquires business assets, to
implement incentive schemes and for other equivalent purposes. The
rights issue may also be made against a contribution in kind or by
using off-setting rights. The authorisation is valid until the
next Annual General Meeting, however for no more than one full
year after the decision reached by the Annual General Meeting.

7) Proposal on payment of dividends

The Board of Directors proposes to the Annual General Meeting that
a dividend be paid of EUR 0.280 per share for Series A shares and
EUR 0.273 per share for Series K shares. The dividend decided
upon by the Annual General Meeting is to be paid to shareholders
registered by the record date in the shareholder register kept by
Finnish Central Securities Depository Ltd. The Board of Directors
has agreed that the record date for payment of the dividend shall
be 11 April 2006. The Board of Directors proposes to the Annual
General Meeting that the dividend be paid after the record period
on 20 April 2006.

8) Proposal on the composition of the Board of Directors and the
auditor

The appointment committee proposes to the Annual General Meeting
that the following people be elected as Board members for the next
term of office: Bishop Ambrosius, Juhani Erma, Eero Makkonen, Aimo
Paukkonen, Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala.

The Board of Directors proposes to the Annual General Meeting that
Authorised Public Accountants PricewaterhouseCoopers Oy be elected
as the company’s auditor, with Hannele Selesvuo, APA, as chief
auditor.

Documents (and appendices to these documents) pertaining to the
financial statements for 2005, the Board of Directors’ proposal to
quadruple the number of shares and the amendment of the articles
of association as well as the Board of Directors’ proposals for
authorising the Board of Directors to acquire and dispose of the
company’s own shares and to increase the company’s share capital
are available for inspection by shareholders at the company
headquarters at Kuhnustantie 10, 83900 Juuka, as from 27 February
2006. Copies will be mailed to shareholders on request. The Annual
Report will be mailed to shareholders the week of 20 March.

The right to participate in the general shareholders’ meeting is
given to shareholders who are registered in the shareholder
register kept by Finnish Central Securities Depository Ltd (Suomen
Arvopaperikeskus Oy) on 27 March 2006.

A shareholder wishing to participate in the Annual General Meeting
is obligated to notify the company thereof by 27 March 2006. The
notification must be made either by phone to Ms Kaisa Toivanen,
tel. +358 (0)207 636 251, by e-mail to kaisa.toivanen@tulikivi.fi,
or by post to the address Tulikivi Corporation/Annual General
Meeting, FIN-83900 Juuka, Finland. Any powers of attorney must be
submitted together with the preliminary enrolment for the meeting.

Juuka, 17 February 2006

Tulikivi Corporation
Board of Directors

DISTRIBUTION: Helsinki Stock Exchange and Principal Media

Additional information: Tulikivi Corporation, FIN-83900 Juuka,
Finland, tel. 358-(0)207 636 000, www.tulikivi.com
– Chairman of the Board of Directors Matti Virtaala
– Managing Director Juha Sivonen