Stock Exchange Releases
6.3.2008
The shareholders of Tulikivi Corporation are invited to the Annual General Meeting to be held on 17 April 2008 at 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 Juhani Erma, Risto Jääskeläinen (Bishop Ambrosius), Maarit Toivanen-Koivisto, Eero Makkonen, Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala as members of the Board of Directors for the new term.
3. Proposal concerning auditor
The Board of Directors proposes to the Annual General Meeting that the audit firm 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 0.0450 euros/share is paid as dividend to the A-series shares and that 0.0433 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 22 April 2008. The Board of Directors proposes to the Annual General Meeting that the dividend is paid on 29 April 2008.
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 arrangements, 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 through public trading at the OMX Nordic Exchange Helsinki in accordance with the decision of the Board of Directors and by deviating from the ownership share of the shareholders, at the price set at the OMX Nordic Exchange Helsinki and in accordance with its rules;
(ii) The company’s K-series shares will be acquired in proportion to 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 OMX Nordic Exchange Helsinki during the two week 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 funds available for distribution of profits 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 2009, 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 a transfer of the company’s own shares in possession of the company and a right to issue special rights entitling 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 upon an issue of new shares or a transfer of 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 by 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 may deviate from the shareholders’ pre-emptive subscription right only if there is a particularly weighty reason 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, Section 11, paragraph 1 of the Companies’ Act.
The authorisation also includes the right to issue special rights, as defined in Chapter 10, Section 1 of the Companies’ Act, which entitle to subscribe for new shares or acquire 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 or acquisition.
The Board of Directors is entitled to decide upon other issues related to the share issues.
The authorisation to repurchase shares is in force until the Annual General Meeting to be held in 2009.
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 17 March 2008 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 have at the latest on 7 April 2008 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 7 April 2008. 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 / yhtiökokous, 83900 Juuka. Any powers of attorney should be presented in connection with the advance notification.
In Juuka 6 March 2008
TULIKIVI CORPORATION BOARD OF DIRECTORS