Stock Exchange Releases
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).
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.
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
-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
-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
-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
-Other matters pertaining to the disposal of shares are at
the discretion of the company´s Board of Directors.
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