Stock Exchange Releases
The Board of Tulikivi Corporation has decided to convene an extraordinary general meeting to be held on 4 December 2003 and to propose that extra dividend be paid for the year 2002. According to this proposition, the amount of extra dividend will be EUR 1.30 for current A shares and EUR 1.25 for current K shares, i.e. in total the dividends payable will be EUR 2,343,810.10.
Furthermore, the agenda for the extraordinary general meeting includes the Board’s prior proposition to increase the number of shares. According to the proposition, the nominal value of both share series would be changed from EUR 3.40 to EUR 0.68, so that one old share would be split into five new shares.
The invitation to the extraordinary general meeting will be as follows:
The shareholders of Tulikivi Corporation are invited to attend an extraordinary general meeting to be held in Juuka, Nunnanlahti, Stone Village auditorium on Thursday, 4 December 2003 beginning at 12.00. The agenda for the meeting:
1) The proposal of the Board to the general meeting to split the share in five new shares without increasing the capital stock. This would be done in proportion to shareholders’ ownership. The Board proposes that the number of shares be increased with the following terms applying:
1. The number of shares will be split in five new shares without increasing the capital stock. This would be done in proportion to shareholders’ ownership. At the moment, the capital stock of the company is EUR 6,192,341.80, which is divided into 477,000 K series shares and 1,344,277 A series shares. Currently, the nominal value of the shares is EUR 3.40. Due to the increased number of shares, each share with the nominal value of EUR 3.40 will be divided into five (5) shares with the nominal value of EUR 0.68. After the split, the number of K shares will be 2,385,000 and the number of A shares 6,721,385.
2. The number of shares will be automatically updated in the book entry security account, and this requires no action on the part of the shareholders.
3. New shares are eligible for full dividend for the fiscal year beginning 1 January 2003 and other rights in the company related to the shares, when the increase in the number of shares has been registered in the Finnish trade register.
4. The Board will decide on other factors related to the split of shares and practical measures.
The split number of shares will make the share more liquid in the market and promote the functionality of the share market. The split number of shares has no effect on the ownership of the company, rights of the shareholders or relations between share series.
2) The Board’s proposition on changing paragraphs 3 and 4 in the company by-laws
Due to the decision to split shares, the Board will propose to the extraordinary general meeting that
paragraph 3 of the company by-laws now reads as follows
“Paragraph 3: Minimum and maximum capital stock
The minimum capital stock is EUR 2,550,000 and the maximum capital stock is EUR 10,200,000. These limits form the range for increasing and decreasing the capital stock without changing the company by-laws.
The shares are divided into K shares, which are called base shares, and A shares, which are called privilege shares. The number of K shares is no less than 2,385,000 shares and no more than 5,460,000 shares. The number of A shares is no less than 2,447,500 shares and no more than 9,540,000 shares.
The K and A shares have the following differences:
1) Each K share carries 10 votes in the general meeting while an A share only carries one vote.
2) The dividend to be paid for A shares from distributable earnings will be at least one per cent greater calculated on the nominal value of the share than for K shares.
When the capital stock is increased, K shares carry a privilege to subscribe to new A and K shares. A shares carry the privilege to subscribe to new A shares only.
The general meeting can decide that only K or A shares will be issued for subscription.”
Furthermore, paragraph 4 now reads as follows
” Paragraph 4 Nominal value of shares
The nominal value of one share is EUR 0.68. ”
3) The valid authorisations granted by the annual general meeting held on 11 April 2003 to the Board to acquire and sell the company’s own shares will be revised to match the added number of shares.
4) Proposition on dividends
The Board proposes to the extraordinary general meeting that the extra dividend for 2002 will be EUR 1.30/share for current A shares and EUR 1.25/share for current K shares. Thus, the total amount of dividends will be EUR 2,343,810.10. The dividends decided on by the extraordinary general meeting will be paid to such a shareholder who is entered on the company´s register of the owners maintained by the Finnish Central Securities Depositary Ltd (Suomen Arvopaperikeskus Oy) on the record date of dividend payment. According to the decision of the Board, the record date of dividend payment will be 9 December 2003. The Board proposes to the extraordinary general meeting that the dividend be paid after the record date i.e. on 16 December 2003.
Shareholders who are entered on the company´s register of the owners maintained by the Finnish Central Securities Depositary Ltd (Suomen Arvopaperikeskus Oy) no later than 24 November 2003 have the right to participate in the extraordinary general meeting.
If a shareholder wants to participate in the extraordinary general meeting, he or she must notify the company of his/her intention no later than on 24 November 2003 at 4 PM. The notification must be done either by phone to Maija-Liisa Koivunen or Kaisa Toivanen, tel. +358 (0)13 681 111 or by email to email@example.com or by mail to address Tulikivi Corporation/extraordinary general meeting, FIN-83900 Juuka, Finland. Any power-of-attorneys must be submitted in connection with registration to attend.
Juuka, 13 November 2003
Distribution: Helsinki Stock Exchange
For further information: Tulikivi Corporation, 83900 Juuka, tel. +358 (0)13 681 111, www.tulikivi.com
Chairman of the Board Matti Virtaala