Stock Exchange Releases
6.4.2006
The Annual General Meeting resolved that a dividend of EUR 0.280 be paid on Series A shares and 0.273 on Series K shares for financial year 2005. The current board members were re-elected. The Annual General Meeting accepted the proposal of the Board of Directors to quadruple the number of shares without raising the share capital as well as the proposals to authorise the Board of Directors to acquire the company’s own shares and to dispose of the company’s own shares as well as to raise the share capital.
The Annual General Meeting of the Tulikivi Corporation held on April 6, 2006 approved the parent company and consolidated financial statements for the financial year 2005 as presented by the Board of Directors and discharged the members of the Board of Directors and the Managing Director from liability.
Dividend The Annual General Meeting resolved, in accordance with the Board’s proposal, to pay a dividend of: – EUR 0.280 on Series A shares – EUR 0.273 on Series K shares The record date for the dividend payment will be April 11, 2006. The dividend will be paid out on April 20, 2006.
Grants The Annual General Meeting resolved to grant EUR 100 000 of the Group’s distributable equity to charitable, non-profit, organisations and foundations.
Remuneration of Board members and auditor’s fees The annual remuneration of a Board member is EUR 11 815. In accordance with the resolution of the Annual General Meeting, each Board member will receive 40 per cent of the annual remuneration in the form of Tulikivi Corporation Series A shares. The Tulikivi shares in question will be acquired for the Board members through share purchases on Helsinki Exchanges by December 31, 2006. In addition, the Chairman of the Board of Directors will be paid a EUR 5 630 monthly fee, the Vice Chairman a EUR 2 745 monthly fee and the director serving as secretary to the Board of Directors a EUR 565 monthly fee. The fees for the auditor are paid according to the relevant invoice.
Board members and Chairman of the Board The number of Board members was set at seven. The current Board was re-elected and consists of the following members: Bishop Ambrosius, Mr. Juhani Erma, Mr. Eero Makkonen, Mr. Aimo Paukkonen, Mr. Reijo Vauhkonen, Mr. Heikki Vauhkonen and Mr. Matti Virtaala. The initial meeting of the Board was held immediately after the Annual General Meeting. Mr. Matti Virtaala was elected Chairman of the Board, and Mr. Heikki Vauhkonen was elected Vice Chairman.
Auditor The firm of independent public accountants PriceWaterhouseCoopers Oy was elected the auditor of Tulikivi Corporation, with Hannele Selesvuo, Authorized Public Accountant, acting as the chief auditor.
The increase in the number of shares The Annual General Meeting accepted the proposal of the Board of Directors to quadruple the number of shares. The number of shares will be increased in proportion to the holdings of shareholders without raising the share capital so that one old share will be divided into four new shares i.e. each share with with a nominal value of EUR 0.68 each into four 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. It is planned that the increase in the number of shares enters into force after the dividens are paid out, at the earliest on April 21, 2006.
Change in Articles of Association The Annual General Meeting resolved a change in Articles 3 and 4 of the Articles of Association as proposed by the Board of Directors 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. The General Meeting of shareholders can resolve to issue only Series K or Series A shares in a rights issue.
Article 4 Nominal value of shares The nominal value of the shares is EUR 0.17.
Authorisation to acquire the company’s own shares The Annual General Meeting granted the Board authorization to acquire the company’s own shares as proposed by the Board. 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. No more than a total of 678 138 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.
Authorisation to dispose of the company’s own shares The Annual General Meeting granted the Board authorization to dispose the company’s own shares as proposed by the Board. No more than a total of 678 138 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 disposed of.
Authorization of the Board of Directors to decide on the increasing of the share capital The Annual General Meeting authorised the Board of Directors to decide on the increase the share capital so that the share capital can be increased 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 authorisation includes the right to waive the pre-emptive subscription right of shareholders provided there is weighty financial reason for the company to do so.
TULIKIVI OYJ
Matti Virtaala Chairman of the Board
Additional Information: Tulikivi Corporation, 83900 Juuka, Tel. +358 207 636 000, www.tulikivi.com Matti Virtaala, Chairman of the Board Juha Sivonen, Managing Director Distribution: Helsinki Stock Exchanges and Principal Media