Stock Exchange Releases
The Annual General Meeting of the Tulikivi Corporation held on
March 31, 2009 approved the financial statement for the financial
year 2008 and discharged the members of the Board of Directors and
the Managing Director from liability. It was resolved to pay a
dividend of EUR 0.0280 on Series A shares and 0.0263 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.
The Annual General Meeting resolved, in accordance with the
Board’s proposal, to pay a dividend of:
– EUR 0.0280 on Series A shares
– EUR 0.0263 on Series K shares
The record date for the dividend payment will be April 3, 2009.
The dividend will be paid out on April 14, 2009.
2. Remuneration of Board members and auditor’s fees
The annual remuneration of a Board member is EUR 15 600. 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
6 240 monthly fee and the director serving as secretary to the
Board of Directors a EUR 724 monthly fee. The members of
committees of the Board will receive a EUR 300 remuneration per
each meeting. The fees for the auditor are paid according to the
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, Mrs. Maarit Toivanen-Koivisto,
Mr. Heikki Vauhkonen and Mr. Matti Virtaala were re-relected as
the members of the Board of Directors for the new term, and. Mr.
Markku Rönkkö was elected as a new member of the Board of
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, taking into account that the
company may not hold more than 10 per cent of all shares. The
authorisation is in force until the Annual General Meeting to be
held in 2010 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
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
7. Organisation of the Board and Board committees
At its organisational meeting following the Annual General Meeting
the Board elected Matti Virtaala as its chairman.
The Board decided to establish an Audit Committee and elected
Juhani Erma as its chairman and Markku Rönkkö and Matti Virtaala
as its members. Reijo Vauhkonen was elected chairman of the
Nomination Committee and Bishop Ambrosius and Matti Virtaala were
elected as members.
Chairman of the Board
Additional Information: Tulikivi Corporation, 83900 Juuka, Tel.
+358 207 636 000
Matti Virtaala, Chairman of the Board
Heikki Vauhkonen, Managing Director
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