Stock Exchange Releases
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