Stock Exchange Releases
21.3.2007
The shareholders of Tulikivi Corporation are invited to the Annual General Meeting to be held on 13 April 2007 from 12.00 at the Kivikylä auditorium in Nunnanlahti, Juuka.
The following matters will be dealt with by the Annual General Meeting:
1. Matters belonging to the Annual General Meeting according to Article 10 of the Articles of Association and Chapter 5 Article 3 of the Companies’ Act.
2. Proposal concerning the composition of the Board of Directors
The nomination committee proposes to the Annual General Meeting that Matti Virtaala, Juhani Erma, Risto Jääskeläinen (Bishop Ambrosius), Eero Makkonen, Heikki Vauhkonen and Reijo Vauhkonen be re-elected as members of the Board of Directors for the new term and that Maarit Toivanen-Koivisto be elected as a new member of the Board of Directors.
3. Proposal concerning auditor
The Board of Directors proposes to the Annual General Meeting that the audit company KPMG Oy Ab is elected as auditor of the company with authorised public accountant Ari Eskelinen as the responsible auditor.
4. Proposal to distribute dividends
The Board of Directors proposes to the Annual General Meeting that 0.090 euros/share is paid as dividend to the A-series shares and that 0.088 euros/share is paid as dividend to the K-series shares. The dividend payment resolved by the Annual General Meeting is to be paid to shareholders who, on the record date for dividend payment, are registered in the share register of the company kept by the Finnish Central Securities Depository. The record date for the dividend payment is 18 April 2007. The Board of Directors proposes to the Annual General Meeting that the dividend is paid on 25 April 2007.
5. Proposal by the Board of Directors to authorise the Board of Directors to decide upon the repurchase of own shares
The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting would resolve to authorise the board of directors to decide on the repurchase of the company’s own shares under the following terms:
a) The company’s shares are to be acquired in order to develop the company’s capital structure and to be used as consideration in acquisitions or other structural arrangements in a manner determined by the Board of Directors. In addition the shares may be acquired for the use in share-based incentive arrangement, for payment of share-based remuneration or otherwise to be transferred or cancelled.
b) A maximum number of 2,760,397 of the A-series shares and 954,000 of the K-series shares of the company may be repurchased.
c) Shares will be acquired in the following manner:
(i) The company’s A-series shares will be acquired in accordance with the decision of the Board of Directors deviating from the ownership share of the shareholders in public trading from the Helsinki Stock Exchange at the price set at the Helsinki Stock Exchange and in accordance with its rules;
(ii) The company’s K-series shares will be acquired in the proportion of shares owned by the shareholders by making an offer to the owners of the K-series shares with the following terms; the price paid for the K-series shares corresponds to the weighted average price paid in the executed transactions in the public trading of the A-series shares at the Helsinki Stock Exchange during the two weeks period preceding the signing date of the offer. In case the company has not managed to acquire the number of K-series shares set out in the resolution by the General Meeting, the Board of Directors may acquire the missing amount from those owners of the K-series shares willing to sell more than their proportional share of the shares to be acquired. In case more shares are offered for sale than the number to be purchased, the Board of Directors will decide, having regard to the ownership share of the sellers and the number of shares offered for sale, how the number shares to be purchased is to be allocated among the shareholders offering shares for repurchase.
d) The repurchase of the shares will be carried out with profit funds available for distribution and the acquisition will reduce the equity available for distribution.
e) The authorisation to repurchase shares 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.
f) All other issues related to the repurchase of shares are decided by the Board of Directors of the Company.
6. Proposal by the Board of Directors to authorise 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 Board of Directors proposes to the Annual General Meeting that the Annual General Meeting would resolve to authorise the board of directors to decide on the issue of new shares or the company’s own shares in the possession of the company. The new shares or the company’s own shares in possession of the company may be issued against payment or free of charge to all shareholders in accordance with their proportional ownership of the company’s shares or 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. A share issue free of charge and deviating from the shareholders’ pre-emptive subscription right may be carried out only if there is a particularly weighty reason therefore from the point of view of the company and all its shareholders.
New shares may be issued in the following amounts: a total of no more than 5,520,794 A-series shares and no more than 1,908,000 K- series shares. The company’s own shares in the company’s possession may be issued in the following amounts: a total of no more than 5,520,794 A-series shares and no more than 1,908,000 K- series shares.
In addition the authorisation would include a right to issue cost- free shares to the company, provided that the number of shares issued to the company would not exceed one tenth (1/10) of all shares of the company. When calculating this number, the number of shares held by the company as well as those held by its subsidiaries must be accounted for as set out in Chapter 15, Article 11, and paragraph 1 of the Companies’ Act.
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 new shares or shares in the possession of the company against payment. The payment may be made in cash or by setting off the subscriber’s receivable against the company as payment for the share subscription.
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 2008.
7. Proposal to amend the Articles of Association
The Board of Directors proposes that the company’s Articles of Association are amended to correspond to the new Companies’ Act, which entered into force on 1 September 2006. It is proposed that the provisions concerning maximum and minimum capital (3 §), the nominal value of the shares (4 §), the record date procedure (13 §) and the redemption of own shares (14 §) are removed from the Articles of Association and the provisions concerning the appointment of a deputy auditor, representing the company, the time limit for issuing a summons to the General Meeting, the General Meeting and the book-entry system are amended. The amendments require no actions from the shareholders.
Disclosure of the documents
The annual accounts of the company and the proposals made to the General Meeting are available for inspection by the shareholders as of 21 March 2007 at the company’s head office at Nunnanlahti and on the Internet homepage of the company at the address www.tulikivi.com. Copies of the documents will be sent to shareholders upon request. The annual report will be sent by mail to all shareholders.
Right to participate and advance notification
Shareholders, who, at the latest on 3 April 2007 have been registered as shareholders in the share register of the company maintained by the Central Securities Depository, are entitled to attend the General Meeting.
A shareholder who wishes to attend at the General Meeting shall notify the company in advance thereof at the latest on 3 April 2007. The notification should be made either by phone to Kaisa Toivanen, number 0207 636 251, by e-mail to the address kaisa.toivanen@tulikivi.fi or by mail to the address Tulikivi Corporation / Annual General Meeting, FI-83900 Juuka. Possible powers of attorney should be presented in connection with the advance notification.
In Juuka 21 March 2007
TULIKIVI CORPORATION BOARD OF DIRECTORS