Stock Exchange Releases
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.
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.
Authorized accountancy firm PriceWaterhouseCoopers Oy were chosen
as the auditor for Tulikivi Corporation.
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
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
Chairman of the Board
– Authorization to acquire the company’s own shares
– Authorization to relinquish the company’s own shares
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
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
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.
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
f)Other matters pertaining to the acquisition of shares are at the
discretion of the company’s Board of Directors.
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
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
f)Other matters pertaining to relinquishing shares are at
the discretion of the company´s Board of Directors.