Stock Exchange Releases
31.3.2005
The Annual General Meeting of Tulikivi Corporation was held on 31 March 2005. The meeting approved the parent company and consolidated financial statements for the financial year 2004 as presented by the Board of Directors and discharged the members of the Board of Directors and the Managing Director from liability. The meeting resolved that a dividend of EUR 0.23 be paid on Series A shares and EUR 0.22 on Series K shares for the financial year 2004. The meeting approved the Board of Directors’ proposal for buying back and transferring the company’s own shares (treasury shares).
Dividend The Annual General Meeting resolved, in accordance with the Board’s proposal, to pay a dividend of: – EUR 0.23 on Series A shares – EUR 0.22 on Series K shares The record date for the dividend payment will be 5 April 2005. The dividend will be paid out on 12 April 2005.
Remuneration of Board members and auditor’s fees The annual remuneration of a Board member is EUR 11,360. In accordance with the resolution of the Annual General Meeting, each Board member will receive 40 per cent of the annual remuneration in the form of Tulikivi Corporation Series A shares. The Tulikivi shares in question will be acquired for the Board members through share purchases on Helsinki Exchanges by 31 December 2005. Board members are not authorized to transfer these shares before the termination of their directorship unless they have received the Board’s express permission to do so. In addition, the Chairman of the Board of Directors will be paid an EUR 5410 monthly fee, the Vice Chairman an EUR 2640 monthly fee and the director serving as secretary to the Board of Directors an EUR 540 monthly fee. The fees for the auditor are paid according to the relevant invoice.
Board members and Chairman of the Board The number of Board members was set at seven. The current Board was re-elected and consists of the following members: Bishop Ambrosius, Mr. Juhani Erma, Mr. Eero Makkonen, Mr. Aimo Paukkonen, Mr. Reijo Vauhkonen, Mr. Heikki Vauhkonen and Mr. Matti Virtaala. The initial meeting of the Board was held immediately after the Annual General Meeting. Mr. Matti Virtaala was elected Chairman of the Board, and Mr. Reijo Vauhkonen was elected Vice Chairman.
Auditor The firm of independent public accountants PriceWaterhouseCoopers Oy was elected the auditor of Tulikivi Corporation, with Hannele Selesvuo, Authorized Public Accountant, acting as the chief auditor.
Authorization to acquire the company’s own shares The Annual General Meeting granted the Board authorization to acquire the company’s own shares as proposed by the Board on the following terms:
-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.
-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.
-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 sale.
-The acquisition of shares is to be carried out using distributable earnings. The acquisition therefore reduces the total non-restricted distributable equity.
-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.
-Other matters pertaining to the acquisition of shares are at the discretion of the Board of Directors.
Authorization to disposal the company’s own shares The Annual General Meeting granted the Board of Directors an authorization to disposal the company’s own shares as proposed by the Board on the following terms:
-The authorised total number of shares is not to exceed 336,069 A shares and 119,250 K shares acquired for the company.
-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 company shares.
-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. The Board of Directors is authorised 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 investments.
-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 remuneration.
-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.
-Other matters pertaining to the disposal of shares are at the discretion of the company´s Board of Directors.
Tulikivi Corporation
Matti Virtaala Chairman of the Board
ADDITIONAL INFORMATION: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 13 681 111, www.tulikivi.com – Matti Virtaala, Chairman of the Board – Juha Sivonen, Managing Director
DISTRIBUTION: Helsinki Stock Exchanges and Principal media