Stock Exchange Releases
Shareholders of Tulikivi Corporation are invited to the Annual
General Meeting to be held on 31 March 2005 at 10 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 Annual General
Meetings in Article 10 of the Articles of Association.
2)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 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 of Directors can also initiate the
invalidation of shares by decreasing the capital stock.
b)No more than a total of 336,069 Series A shares of the company
shall be acquired and no more than a total of 119,250 Series K
shares of the company shall be acquired.
c)The shares shall be acquired as follows:
The company’s 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. The price of the shares is determined at the
time of purchase in accordance with the rules and regulations of
the Helsinki Stock Exchange.
The company’s K shares are to be acquired in proportion to the
values of shareholder ownership by making a purchase offer 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 on the Helsinki Stock Exchange prior to
the signing of the purchase offer. In the event that the number
of K shares stated in the decision reached by the shareholder’s
meeting cannot be acquired in this manner,
the Board may acquire the remainder of the shares from those
owners of 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
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 acquisition is valid until the
Annual General Meeting in 2006, 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.
3)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 336,069 A
shares and 119,250 K shares acquired for the company.
b)The Board of Directors is authorised to decide to whom and in
what order the shares will be transferred to. The Board of
Directors has total discretion over the disposal of the shares in
disproportion to the shareholders’ pre-emptive rights to the
c)The shares are to be disposed of 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 suggests that the Annual General Meeting
authorise the Board of Directors to make decisions on the sale of
company’s own A shares through public trading on the Helsinki
Stock Exchange to secure funds for future company acquisitions or
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
e)The authorisation to dispose of shares is valid until the Annual
General Meeting in 2006, 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.
4)Proposal on payment of dividends
The Board of Directors proposes to the Annual General Meeting that
a dividend be paid of EUR 0.23 per share for A shares and EUR 0.22
per share for K shares. The dividend decided upon by the Annual
General Meeting is to be paid to shareholders registered by the
date of record in the shareholder registry kept by Finnish Central
Securities Depository Ltd. The Board of Directors has agreed that
the date of record for payment of the dividend shall be 5 April
2005. The Board of Directors proposes to the Annual General
Meeting that the dividend be paid after the record date on 12
5) Proposal on composition of the Board of Directors and 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 chosen
as the company’s auditor, with Hannele Selesvuo, APA, as chief
Documents (and appendices to these documents) pertaining to final
accounts for 2004 as well as the Board of Directors’ proposals for
authorising the Board of Directors to acquire and dispose of the
company’s own shares are available for inspection by shareholders
at the company headquarters at Kuhnustantie 10, 83900 Juuka, as
from 21 February 2005. Copies will be mailed to shareholders on
request. The Annual Report will be mailed to shareholders the week
of 11 March.
The right to participate in the general shareholders’ meeting is
given to shareholders who are registered in the Shareholder
registry kept by Finnish Central Securities Depository Ltd (Suomen
Arvopaperikeskus Oy) on 21 March 2005.
A shareholder wishing to participate in the Annual General Meeting
is obligated to notify the company thereof by 4 p.m. on 21 March
2005. The notification must be made either by phone to Ms Kaisa
Toivanen, tel. +358 (0)13 681 111, by e-mail to
firstname.lastname@example.org, or by post to the address Tulikivi
Corporation/Annual General Meeting, FIN-83900 Juuka, Finland. Any
power of attorney notifications must be submitted together with
the preliminary enrolment for the meeting.
Board of Directors
Juuka, 16 February 2005
ADDITIONAL INFORMATION: Tulikivi Corporation, FIN-83900 Juuka,
Finland, tel. 358-13-681 111, www. tulikivi.com
– Chairman of the Board of Directors Matti Virtaala
– Managing Director Juha Sivonen
DISTRIBUTION: Helsinki Stock Exchange and Principal Media