Stock Exchange Releases
The Annual General Meeting of the Tulikivi Corporation held on
April 13, 2007 approved the financial statement for the financial
year 2006 and discharged the members of the Board of Directors and
the Managing Director from liability. It was resolved to pay a
dividend of EUR 0.090 be paid on Series A shares and 0.088 on
Series K shares. The Annual General Meeting accepted the proposals
of the Board of Directors to authorise the Board of Directors to
acquire the company’s own shares, to decide upon an issue of
shares and to dispose of the company’s own shares as well as to
issue special rights related to the shares. In addition, the
Annual General Meeting accepted the proposal of the Board of
Directors to amend the Articles of Association.
The Annual General Meeting resolved, in accordance with the
Board’s proposal, to pay a dividend of:
– EUR 0.090 on Series A shares
– EUR 0.088 on Series K shares
The record date for the dividend payment will be April 18, 2007.
The dividend will be paid out on April 25, 2007.
The Annual General Meeting resolved to grant EUR 150 000 of the
Group’s distributable equity to charitable, non-profit,
organisations and foundations.
2. Remuneration of Board members and auditor’s fees
The annual remuneration of a Board member is EUR 15 000. 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. In addition,
the Chairman of the Board of Directors will be paid a EUR
6 000 monthly fee, the Vice Chairman a EUR 3 000 monthly fee and
the director serving as secretary to the Board of Directors a EUR
700 monthly fee. The fees for the auditor are paid according to
the relevant invoice.
3. Board members and Chairman of the Board
The number of Board members was set at seven. Bishop Ambrosius,
Mr. Juhani Erma, Mr. Eero Makkonen, Mr. Reijo Vauhkonen, Mr.
Heikki Vauhkonen and Mr. Matti Virtaala were re-relected as the
members of the Board of Directors for the new term and Mrs. Maarit
Toivanen-Koivisto was elected as a new member of the Board of
Directors. 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. Heikki Vauhkonen was elected Vice
The firm of independent public accountants KPMG Oy Ab was elected
the auditor of Tulikivi Corporation, with Mr. Ari Eskelinen,
Authorized Public Accountant, acting as the chief auditor.
5. Authorisation to acquire the company’s own shares
The Annual General Meeting granted the Board authorisation to
acquire the company’s own shares as proposed by the Board. The
company’s own shares are acquired to develop the company’s capital
structure and to be used as consideration in business and company
acquisitions and other structural arrangements, the manner and
scope of which will be determined at the discretion of the Board
of Directors. In addition the shares will be acquired for the use
in share-based incentive arrangement, for payment of share-based
remuneration or otherwise to be transferred or cancelled. No more
than a total of 2 760 397 Series A shares of the company shall be
acquired and no more than a total of
954 000 Series K shares of the company shall be acquired. The
authorisation is in force until the Annual General Meeting to be
held in 2008 but, however, not for a longer period than 18 months
as of the resolution by the General Meeting.
6. The authorisation of the Board of Directors to decide upon an
issue of shares and the company´s own shares in possession of the
company and the right to issue special rights which give
entitlement to shares as defined in Chapter 10 Article 1 of the
Companies´ Act. The Annual General Meeting authorised the Board of
Directors to decide on the issue of new shares and the company´s
own shares in possession of the company. The new shares or the
company´s own shares in possession of the company will be issued
in the following amounts: A total of no more than 5 520 794 A
series and no more than 1 908 000 K series shares.
The authorisation also includes the right to carry out share
capital increase deviating from the shareholders´ pre-emptive
subscription right provided there is a weighty financial reason
from the company´s point of view for the deviation.
The authorisation includes the right to issue cost-free shares to
the company, provided that the number of shares issued to the
company would not exceed one tenth of all shares of the company.
The authorisation also includes the right to issue special rights,
as defined in Chapter 10 Article 1 of the Companies´ Act, which
entitle to subscribe for shares against payment or by setting off
The authorisation also includes the right to pay remuneration in
the form of shares.
The Board of Directors is entitled to decide on other issues
related to the share issues. The authorisation to repurchase
shares is in force until the Annual General Meeting to be held in
The amendment of the Articles of Association
The Annual General Meeting accepted Board´s proposal to amend the
Articles of Association. The provisions concerning maximum and
minimum capital, the nominal value of the shares, the record date
procedure and the redemption of own shares were removed from the
Articles of Association. To the Articles of Association were
amended the provisions concerning the appointment of a deputy
auditor, representing the company, the time limit for issuing a
summons to the General Meeting and the General Meeting.
Chairman of the Board
Additional Information: Tulikivi Corporation, 83900 Juuka, Tel.
+358 207 636 000
Matti Virtaala, Chairman of the Board
Juha Sivonen, Managing Director
Distribution: Helsinki Stock Exchanges and Principal Media,
A listed family company, Tulikivi Corporation and its subsidiaries
form the Tulikivi Group, the world’s largest manufacturer of heat-
retaining fireplaces. The Group is known for its Tulikivi
soapstone fireplaces and natural stone products as well as its
Kermansavi ceramic fireplaces and utility ceramics. The Group’s
revenue amounts to approximately EUR 80 million, about half of
which is accounted for by exports. The Group owns seven production
plants and employs just over 700 people. www.tulikivi.com