Stock Exchange Releases
Shareholders of Tulikivi Corporation are invited to the annual general meeting to be held on 11th April 2003 at 9 a.m. in Kivikylä auditorium in Nunnanlahti, Juuka.
The following matters will be on the agenda of the meeting:
1) Issues pertaining to the annual general meeting according to article 10 of the Articles of the Association.
2) Amendment to paragraph 2 of Tulikivi Corporation’s Articles of Association regarding the Company’s line of business.
The Board of Directors proposes that paragraph 2 of the Articles of Association regarding the Company’s line of business be amended in the following manner: 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.
3) The Board of Directors´ proposal to give the Board of Directors authorization to acquire the company’s own shares
The Board of Directors is authorized to acquire 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 a 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 67,213 A-shares of the company shall be acquired and no more than a total of 23,850 K-shares of the company shall be acquired.
c) The shares shall 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 Stock Exchange.
The company’s K-shares are acquired in proportion of the values of shareholder ownerships by making an offer of purchase to K-shareholders. The value of the offer is determined by calculating the 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 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 shares to be acquired, the Board will consider the ownership and number of shares of the vendors and decide how the acquisition is to be divided among those offering their shares for sale.
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 and for no more than one full year since the decision reached by the annual general meeting.
f) Other matters pertaining to acquiring shares are at the discretion of the company´s Board of Directors.
4) The Board of Directors´ proposal of authorizing the Board of
Directors to relinquish company’s own shares
The Board of Directors is 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 suggests that the annual general meeting authorizes the Board of Directors 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 remuneration.
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 meeting.
f) Other matters pertaining to relinquishing shares are at the discretion of the company´s Board of Directors.
5) Dividend paying proposal
The Board of Directors proposes to the annual general meeting that dividend be paid 1.05 euro per share for A-shares and 1.00 euro per share for K-shares. The dividend decided upon by the annual general meeting is paid to shareholders registered by the record date with the shareholder registry of the Finnish Central Securities Depository Ltd. The Board of Directors has agreed that the record date for dividend payment shall be 16th April, 2003. The Board of Directors proposes to the annual general meeting that the dividend be paid after the record date on the 25th April, 2003.
Documents (and appendixes to these documents) pertaining to final accounts for 2002 as well as the Board of Directors’ proposals for authorizing the Board of Directors to acquire the company’s own shares and authorizing the Board of Directors to relinquish shares owned by the company are available for shareholders at the company headquarters in address Kylätie 5 A, 83900 Juuka, beginning from the 4th March, 2003. Copies will be mailed to shareholders on request.
The right to participate in the general shareholders’ meeting is given to such shareholders who have been registered in the shareholder list for the company held by the Finnish Central Securities Depositary Ltd (Suomen Arvopaperikeskus Oy) by the 1 April, 2003.
A shareholder wishing to participate in the annual general meeting is obligated to notify the company by 4 p.m. on 4th April,2003. The notification must be made either by phone to Ms Kaisa Toivanen, tel. +358 (0)13 – 681 111, or by e-mail: email@example.com or by mail at the address Tulikivi Corporation/Annual general meeting, FIN-83900 Juuka, Finland. Possible power of attorney notifications must be submitted together with the preliminary enrolment for the meeting.
Juuka, the 28th of February in 2003
The Board of Directors
ADDITIONAL INFORMATION: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. 358-13-681 111, www. tulikivi.com
– Chairman of the Board of Directors Reijo Vauhkonen
– Managing Director Juha Sivonen
DISTRIBUTION: Helsinki Stock Exchange and Central Media