On 8 October 2013, Tulikivi Corporation’s Board of Directors decided on a share issue that will offer 22,727,273 new Tulikivi Corporation Series A shares for subscription. The share issue will start on 11 October 2013 and will be completed no later than 17 October 2013. It is estimated that entry of the new shares in the Trade Register will take place on 22 October 2013.
On 9 October 2013, Tulikivi Corporation received the following flagging announcements pursuant to Chapter 9, section 5 of the Securities Markets Act concerning the share issue:
1) An announcement that Heikki Vauhkonen’s holding of Tulikivi Corporation shares will fall to a level below the threshold of 15 per cent of the stock following the share issue being undertaken. Heikki Vauhkonen’s holdings of 1,025,853 Tulikivi Corporation Series A shares and 5,809,500 Series K shares will, after the share issue, correspond to 11.42 per cent of Tulikivi Corporation’s stock and 40.57 per cent of the votes. 2) An announcement that Mutual Insurance Company Pension Fennia’s holding of Tulikivi Corporation stock will rise to a level that exceeds the threshold of 5 per cent of the stock following the share issue being undertaken. Mutual Insurance Company Pension Fennia’s holding of 4,545,455 Tulikivi Corporation Series A shares will, after the share issue, correspond to 7.59 per cent of Tulikivi Corporation’s stock and 3.12 per cent of the votes.
TULIKIVI CORPORATION Heikki Vauhkonen, Managing Director Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com Additional information: Tulikivi Corporation, FIN-83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937
On 9 October 2013, Tulikivi Corporation received a flagging announcement pursuant to Chapter 9, section 5 of the Securities Markets Act, according to which Matti Virtaala’s holding of voting rights conferred by Tulikivi Corporation shares will fall below the threshold of 5 per cent.
The flagging announcement relates to the request submitted to the company on 4 October 2013 by Matti Virtaala regarding the conversion of his holding of Tulikivi Corporation Series K shares, totalling 1,460,000 Series K shares, into Series A shares. Within three months of receiving a request, the company’s Board of Directors or a party designated by it must deal with the conversion requests presented and report them for registration in the Trade Register, as required under article 3a of the Articles of Association. The conversion of Series K to Series A shares occurs upon completion of the Trade Register entry.
The announcement states that after the conversion Matti Virtaala will hold 1,756,124 Tulikivi Corporation Series A shares. The amount of these shares will correspond to 4.73 per cent of Tulikivi Corporation’s stock and 1.60 per cent of the votes. These holdings are calculated on the basis of the number of company shares currently registered, but taking into account the change in the total number of votes after the share conversion referred to.
TULIKIVI CORPORATION Heikki Vauhkonen, Managing Director
Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com
Additional information: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 207 636 000, www.tulikivi.com – Heikki Vauhkonen, Managing Director, +358 207 636 555
The Extraordinary General Meeting of the Tulikivi Corporation held on October 8, 2013 accepted the proposals of the Board of Directors, to authorise the Board of Directors to acquire the company’s own shares and to decide upon an issue of shares. In addition the Extraordinary General Meeting accepted Board´s proposal for the termination of the Nomination Board and election of new member of the Board of Directors.
1. The authorisation of the Board of Directors to decide on an issue of shares and the company´s own shares in possession of the company
The Extraordinary General Meeting authorised the Board of Directors to decide on the issue of new shares or the company´s own shares in possession of the company as proposed by the Board. The new shares and the company´s own shares in possession of the company can be issued in the following amounts: A total of no more than 26 000 000 A series. 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 includes 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 Board of Directors is entitled to decide on other issues related to the share issuances. The authorisation to issue shares is in force until the Annual General Meeting to be held in 2014 however, until 30 June 2014 at the latest. This authorisation does not void the authorisation given by Annual General Meeting of the company on April 16, 2013, which authorisation remains valid.
The share issue authorization is related to the execution of share issue planned by the company.
2. Termination of the Nomination Board and election of new member of the Board of Directors
The Annual General Meeting of the Company has on April 12, 2012 made resolution to establish a nomination board. The duties of the nomination board include the preparation of proposals for the election of directors to be presented to the general meeting, the preparation of matters relating to the compensation of directors and succession planning with respect to the directors. The current members of the nomination board are Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala.
The Extraordinary General Meeting decided, as proposed by the Board, to terminate the nomination board and in the future its duties are carried out by the a nomination committee of the Board of Directors, that took care of the said duties prior to April 12, 2012. The Board of Directors shall separately elect the members of the nomination committee among its members.
The Extraordinary General Meeting decided, as proposed by the Board, to elect Anu Vauhkonen as new member of the Board of Directors. The amount of members of the Board of Directors will therefore be 7 and the following existing members would continue in the Board of Directors: Nella Ginman-Tjeder, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Harri Suutari and Heikki Vauhkonen.
3. Nomination Committee The Board of Directors has elected Markku Rönkkö and Heikki Vauhkonen as members and Harri Suutari as Chairman of the Nomination Committee from among its members.
TULIKIVI CORPORATION
Harri Suutari Chairman of the Board of Directors
Additional Information: Tulikivi Corporation, 83900 Juuka, Finland, tel. +358 403 063 100, – CEO Heikki Vauhkonen, tel. +358 207 636 555 – Chairman of the Board of Directors, Harri Suutari, tel. +3858 400 384 937
Distribution: NASDAQ OMX Helsinki Ltd. and key media www.tulikivi.com
Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful.
The Board of Directors of Tulikivi Corporation (“Tulikivi” or “Company”) has today, based on the authorization by the Extra General Meeting of Shareholders, decided on a directed share issue in a maximum amount of approximately EUR 7.5 million where new class A shares in the Company (the “Offer Shares”) are offered, in deviation from the shareholders’ pre-emptive right to subscription, to the public in Finland (the “Share Issue”). The Company offers a maximum of 22,727,273 Offer Shares which prior to the Share Issue corresponds to approximately 61.2 per cent of the Company’s shares and approximately 18.5 per cent of the votes conferred by those shares. The grounds for the derogation from the shareholders’ pre-emptive subscription right are that the capital raised by the Share Issue will be used to strengthen the balance sheet and financial position. Therefore, the Company has a weighty financial reason as referred to in chapter 9, section 4 of the Companies Act to derogate from the pre-emptive subscription right.
A number of Finnish institutional investors as well as certain other investors have undertaken to subscribe for Offer Shares in a maximum amount of approximately EUR 6.1 million. Subscription undertakings have been given by Mutual Insurance Company Pension Fennia, Mutual Pension Insurance Company Varma, Taaleritehdas Finland Value fund, Mutual Pension Insurance Company Ilmarinen, Finnish Cultural Foundation, Fennia Mutual Insurance Company, the non-UCITS fund Phoebus as well as a number of other investors, including the following members of the Company’s Board of Directors: Harri Suutari, Olli Pohjanvirta, Pasi Saarinen, Nella Ginman-Tjeder, Markku Rönkkö and Anu Vauhkonen or companies under their control, as the case may be (each separately “Issuer of Subscription Undertaking” and jointly “Issuers of Subscription Undertaking”). Part of the subscription commitments contains customary conditions.
The Offer Shares are offered for subscription to private persons and entities in Finland with a minimum subscription of 5,000 Offer Shares.
The subscription period commences on 11 October 2013 at 9:30 a.m. and expires on 17 October 2013 at 4:30 p.m. at the latest. The Company’s Board of Directors may decide to discontinue the subscription period. However, the Subscription Period may not be closed during the first three days or between 9:30 a.m. and 4:30 p.m. The subscription price is EUR 0.33 per Offer Share.
Subscription orders regarding the Offer Shares may be submitted at the following places of subscription:
• at the offices of the cooperative banks belonging to OP-Pohjola Group and of Helsinki OP Bank Plc. during their business hours; • via the internet service of OP-Pohjola Group at www.op.fi/merkinta to the extent subscribers hold OP-Pohjola Group’s online user identifiers or Nordea Bank Finland Plc.’s online banking access codes; • the subscription orders of the institutional customers of Pohjola Bank Equities are submitted to Pohjola Bank Equities; and • the subscription orders of Issuers of Subscription Undertaking are submitted to Pohjola Corporate Finance Ltd.
In the event of excess demand the Offer Shares shall be allocated between the subscribers as follows: (1) firstly, to the Issuers of Subscription Undertaking so that each Issuer of Subscription Undertaking receives the number of Offer Shares corresponding to the issued subscription undertaking; and (2) secondly, so that the following are equally taken into account: (a) the subscriber’s portion of subscriptions for Offer Shares to be allocated, and (b) the ratio of the total number of the Company’s class A and class K shares held by the subscriber to the total number of class A and class K shares held by the subscribers of the Offer Shares to be allocated. The above-mentioned holdings of the subscribers are determined for allocation on the basis of the Company’s shareholder register maintained by Euroclear Finland Ltd on 11 October 2013. Where the allocation is not possible on the basis of the above, lots shall be drawn.
The Company will publish the preliminary result of the Share Issue by a stock exchange release on approximately 18 October 2013. The Company’s Board of Directors will decide on the approval of the subscriptions and on any allocations on approximately 21 October 2013. The Company will publish the final result of the Share Issue by a stock exchange release on approximately 21 October 2013. Offer Shares will be recorded on the subscriber’s book-entry account after they have been entered in the Trade Register, on approximately 22 October 2013. Trading with the Offer Shares will commence on approximately 23 October 2013.
The Company has filed a prospectus concerning the Share Issue for approval by the Finnish Financial Supervision Authority. The prospectus will be approved on approximately 9 October 2013 and will be available as of approximately 10 October 2013 at the Company’s headquarter, address Kuhnustantie 10, 83900 Juuka, during normal office hours, at the office of NASDAQ OMX Helsinki Ltd, address Fabianinkatu 14, 00130 Helsinki and in electronic form in the Finnish language at the Company’s website http://www.tulikivi.fi/osakeanti. The approval of the prospectus will be separately announced.
The terms and conditions of the Share Issue have been appended to this stock exchange release. Pohjola Corporate Finance Ltd acts as lead manager of the Share Issue.
In Helsinki, on 8 October 2013
The Board of Directors
Additional information: Tulikivi Corporation, 83900 Juuka, tel. +358 403 063 100, – CEO Heikki Vauhkonen, tel. +358 207 636 55 – Chairman of the Board of Directors Harri Suutari, tel. + 358 400 384 937
Distribution NASDAQ OMX Helsinki Key media
Attachment: Terms and conditions of the directed share issue
DISCLAIMER The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to legal entity which is a qualified investor as defined in article 2(1)(e) of the Prospectus Directive; or (b) in the United Kingdom to qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the “Order”), or (ii) persons falling within article 49(2) (“high net worth companies, unincorporated associations, etc”) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
The company has received request regarding conversion of K-shares to A-shares.
The company has on 4 October 2013 received request from Matti Virtaala regarding conversion of all his K-shares to A-shares. The request is for 1 460 000 K-shares.
The request is based on articles 3a of the Articles of Association. According to the Articles of Association the company’s board of directors or a party designated by it must within three months of receiving the request deal with the conversion requests presented and must report them for registration in the Trade Register. The conversion of series K to series A shares occurs upon completion of the Trade Register entry.
TULIKIVI CORPORATION Board of Directors
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937
Tulikivi Corporation is to begin codetermination negotiations concerning its entire personnel, with the aim of implementing the company’s performance improvement programme.
Tulikivi plans to reduce its workforce, introduce layoffs and reorganise the company’s functions and the job descriptions of personnel. The savings measures under the performance improvement programme cover all the Group’s functions and locations.
The company estimates that it needs to reduce personnel by approximately 90 people. The codetermination negotiations will last at least six weeks.
Board of Directors
Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful. Tulikivi Corporation (“Tulikivi” or “Company”) is preparing a directed share issue in a maximum amount of approximately EUR 7.5 million where new class A shares in the Company (the “Shares”) would be offered, in deviation from the shareholders’ pre-emptive right to subscription, to the public in Finland (the “Share Issue”). The Share Issue requires, among other things, the approval of an extraordinary shareholders’ meeting.
A number of Finnish institutional investors as well as certain other investors have undertaken to subscribe for Shares in the Share Issue in a maximum amount of approximately EUR 6.1 million. Subscription undertakings have been given by Mutual Insurance Company Pension Fennia, Mutual Pension Insurance Company Varma, Taaleritehdas Finland Value fund, Mutual Pension Insurance Company Ilmarinen, Finnish Cultural Foundation, Fennia Mutual Insurance Company, the non-UCITS fund Phoebus as well as a number of other investors, including members of the Company’s Board of Directors and management. Part of the subscription commitments contains customary conditions. The subscription commitment given by Fennia Mutual Insurance Company is conditional upon approval by its Board of Directors.
The Company intends to use the net proceeds of the Share Issue to strengthen its balance sheet.
The Board of Directors of Company will determine the terms and conditions of the Share Issue, including the number of offered Shares, the subscription price of the Shares and the subscription period, after the extraordinary shareholders’ meeting has authorized the Board of Directors to decide on the Share Issue. The planned Share Issue is intended to be completed by the end of October taking into account prevailing market conditions. The Company will prior to the subscription period publish a prospectus, as set out in the Finnish Securities Market Act. Pohjola Corporate Finance Ltd acts as lead manager of the Share Issue.
The invitation to the extraordinary general meeting has been published today as a separate stock exchange release. The proposal for an authorisation to issue new class A shares of the Company and other information concerning to extraordinary shareholders’ meeting are available on the Company’s web pages www.tulikivi.com/investors/general.
In Helsinki, on 17 September 2013
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 (0) 207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937
Distribution
NASDAQ OMX Helsinki
Key media The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
Tulikivi will launch a new key employee stock option plan. The company has a weighty financial reason for the issue of stock options, since the stock options are intended to form part of the incentive and commitment program for the Group key employees. The purpose of the stock options is to encourage the key employees to work on a long-term basis to increase shareholder value. The purpose of the stock options is also to commit the key employees to the company.
The maximum total number of stock options issued is 1,800,000, and they entitle their owners to subscribe for a maximum total of 1,800,000 new series A shares in the company or existing series A shares held by the company. The stock options will be issued gratuitously. Of the stock options, 580,000 are marked with the symbol 2013A, 610,000 are marked with the symbol 2013B and 610,000 are marked with the symbol 2013C.
The number of series A shares subscribed by exercising stock options now issued corresponds to a maximum total of 4.62 per cent of all shares and 1.44 per cent of all votes in the company, and a maximum total of 6.12 per cent of series A shares and 6.12 per cent of the votes of series A shares after the potential share subscription, if new shares are issued in the share subscription.
The share subscription price of the stock options 2013 will be equivalent to the share subscription price in the company’s planned share issue 2013. The share subscription price will be credited to the reserve for invested unrestricted equity. Each year, the per-share dividends and equity returns will be deducted from the share subscription price.
The share subscription period, for stock option 2013A will be 1 May 2016—31 May 2018, for stock option 2013B, 1 May 2017—31 May 2019, and for stock option 2013C, 1 May 2018—31 May 2020. The share subscription period will not, however, begin unless certain financial targets related to the company’s performance improvement program and established by the Board of Directors for each stock option class have been fulfilled.
After the share subscriptions with stock options, the number of the company’s shares may be increased by a maximum total of 1,800,000 series A shares, if new shares are issued in the share subscription.
The Board of Directors will annually decide upon the distribution of stock options to the key employees. The Board of Directors will decide upon the distribution of stock options 2013A approximately in November 2013.
The Board of Directors decided on the new stock option plan on the basis of the authorization granted by the company’s Annual General Meeting held on 16 April 2013. Approximately 13 key employees, including the members of the Tulikivi Group’s Management Group, belong to the target group of the plan. For all key employees, the prerequisite for receiving stock options is share ownership in the company. The terms and conditions of the stock options 2013 are attached to this release. The Board of Directors is also planning an incentive pay scheme for 2014 covering all personnel and based on achieving the targets of the performance improvement programme.
Distribution: NASDAQ OMX Helsinki Ltd Key Media www.tulikivi.com
Additional information: Tulikivi Corporation, FIN-83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 400 384 937
Notice to Extraordinary General Meeting of Tulikivi Corporation
The shareholders of Tulikivi Corporation are invited to the Extraordinary General Meeting to be held on October 8, 2013 at 09.00 at Ekberg Extra, Bulevardi 9 A, II floor., Helsinki. The reception of persons who have registered for the meeting will commence at 08.30 p.m.
A. Matters on the agenda of the general meeting
The following matters will be dealt with by the Extraordinary 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 of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Authorizing the Board of Directors to decide on the issuance of shares and the company’s own shares in possession of the company
The Board of Directors proposes to the Extraordinary General Meeting that the Extraordinary 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 Board of Directors is entitled to decide on other issues related to the share issuances.
No more than 26 000 000 A-series 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 2014 however, until 30 June 2014 at the latest. This authorisation does not void the authorisation given by Annual General Meeting of the company on April 16, 2013, which authorisation remains valid.
The share issue authorization is related to the execution of share issue planned by the company. Tulikivi will publish a separate stock exchange release concerning the share issue on September 17, 2013.
7. Termination of the Nomination Board and election of new member of the Board of Directors
The Board of Directors proposes to the Extraordinary General Meeting that the nomination board is terminated and in the future its duties are carried out by the a nomination committee of the Board of Directors, that took care of the said duties prior to April 12, 2012. The Board of Directors shall separately elect the members of the nomination committee among its members.
If the General Meeting approves the termination of the nomination board as described above, the Board of Directors additionally proposes that Anu Vauhkonen is elected as new member of the Board of Directors. The amount of members of the Board of Directors would therefore be 7 and the following existing members would continue in the Board of Directors: Nella Ginman-Tjeder, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Harri Suutari and Heikki Vauhkonen.
8. 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_2013. The proposals of the Board of Directors 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 October 22, 2013.
C. Instructions for the participants in the general meeting
1. The right to participate and registration Each shareholder, who is registered on September 26, 2013 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 September 28, 2013 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 kaisa.toivanen@tulikivi.fi
b) by phone + 358 207 636 251 or + 358 207 636 322 (from Monday to Friday at 8.00 a.m. – 4.00 p.m., Saturday 28th of September at 8.00 a.m. – 4.00 p.m. only +358 207 636 251);
c) by telefax, +358 206 050 701 or
d) by regular mail to Tulikivi Corporation/Extraordinary General Meeting, FI-83900 Juuka
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 September 26, 2013, 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 October 3, 2013, 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_2013.
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 general meeting.
Possible proxy documents should be delivered in originals to Tulikivi Corporation/ general meeting, FI-83900 Juuka on or before the last date for registration.
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 Extraordinary General Meeting, on September 17, 2013, 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 [95 400 000] votes. On the basis of the above, a maximum of [122 879 770] votes can be cast at the general meeting.
In Juuka September 17, 2013
TULIKIVI CORPORATION BOARD OF DIRECTORS
Tulikivi Corporation is reducing the number of members in its Management Group to four and reorganising the managers’ areas of responsibility.
Jouko Toivanen (b. 1967), D.Sc. (Tech), M.Sc. (Eng), was appointed the new Director of Finance and Administration on 26 August 2013. Jouko Toivanen has worked for Tulikivi since 1993 and has been a member of the Management Group since 1995. Toivanen will leave his current post as the Head of the Lining Stone and the Interior Stone Business when he assumes his new duties. Jouko Toivanen has previously been the Financial Director of Tulikivi, from 2001 until 2007. A new manager will be appointed later for the Lining Stone and the Interior Stone Businesses. Risto Vidgren, the current Financial Director, will not continue in the company’s service.
Anu Vauhkonen (b.1972), M.A., was appointed Director of Domestic Sales and Marketing. Anu Vauhkonen has worked for Tulikivi since 1998 and has been a member of the Management Group since 2001. Vauhkonen will leave her current post as the Director of Corporate Communications when she assumes her new duties. Vauhkonen will also be given the responsibility of domestic sales, marketing and communications, and product development. Juha Sivonen, the current Director of Domestic Fireplace Sales, will not continue in the company’s service.
Ismo Mäkeläinen (b. 1962), Master Builder, will continue as Director of Production and Purchasing and as a member of the Management Group. Ismo Mäkeläinen has been a member of the Management Group since 2009.
In a release published on 23 August 2013, Tulikivi announced that the company has appointed a new Managing Director. Heikki Vauhkonen (b. 1970), LL.M., B.Sc. (Econ. & Bus. Adm.), who was the full-time Chairman of the Board, has been appointed the new Managing Director.
After these changes are implemented, the Management Group will comprise Heikki Vauhkonen, Managing Director, Ismo Mäkeläinen, Director of Production and Purchasing, Anu Vauhkonen, Director of Domestic Sales and Marketing and Jouko Toivanen, Director of Finance and Administration. Martti Purtola, Head of the Sauna Business, and Michel Mercier, Export Director, who were also members of the Management Group, will continue to work for the company.
The above-mentioned changes will reduce annual management costs by approximately EUR 0.6 million. The changes will result in a non-recurring cost of approximately EUR 0.6 million during the third quarter.
The primary task of the new Management Group is to implement the company’s major performance improvement programme. The goal of the programme is to boost the annual operating result excluding non-recurring items by EUR 7 million by the end of 2015.
Additional information: Tulikivi Corporation, FIN-83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937