Tulikivi Oyj - Decisions of general meeting

Resolutions of the Annual General Meeting of Tulikivi Corporation and organisation of the Board

TULIKIVI CORPORATIONSTOCK EXCHANGE RELEASE 83900 JUUKAApril 16, 2013 at 5.00
p.m. 




RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF TULIKIVI

CORPORATION AND ORGANISATION OF THE BOARD



The Annual General Meeting of the Tulikivi Corporation held on April 16, 2013
approved the financial statement for the financial year 2012 and discharged the
members of the Board of Directors and the Managing Director from liability. It
was resolved that the dividend will not be paid. 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, to dispose of the company's own shares and to issue special rights
related to the shares. In addition the Annual General Meeting accepted Board´s
proposal for amendments of the Articles of Association. 



1. Dividend

The Annual General Meeting resolved, in accordance with the Board's proposal
that the dividend will not be paid. 

2. Remuneration of Board members and auditor's fees

The annual remuneration of a Board member is EUR 18,000. 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 full-time Chairman of the Board of Directors will be
paid a EUR 14, 500 monthly salary or the part-time Chairman of the Board of
Directors will be paid a EUR 4,500 monthly salary.  The Board member serving as
secretary to the Board of Directors will be paid  a EUR  1,400 monthly salary. 
The members of the Nomination Board and the members of the Audit Committee of
the Board will receive a EUR 330 remuneration per each meeting.   The fees for
the auditor are paid according to the relevant invoice. 



3. Board members

The number of Board members was set at six.  Mrs. Nella Ginman-Tjeder, Mr. Olli
Pohjanvirta, Mr. Markku Rönkkö, Mr. Pasi Saarinen, Mr. Harri Suutari and Mr.
Heikki Vauhkonen were elected  as the members of the Board of Directors. 



4.  The Nomination Board and its composition

The Annual General Meeting accepted the proposal of shareholders representing
more than 75 % of the voting rights in the company for the members of the
Nomination Board.   Mr. Heikki Vauhkonen,  Mr.  Reijo Vauhkonen and Mr. Matti
Virtaala were elected as the members of the Nomination Board. 



5. Auditor

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. 





6. 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 can 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
2014 but, however, not for a longer period than 18 months as of the resolution
by the General Meeting. 



7. The authorisation of the Board of Directors to decide on 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 or the company´s own shares in possession of the company as
proposed by the Board. The new shares and the company´s own shares in
possession of the company can 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 receivable. 

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 2014. 



 8 .The amendment of the Articles of Association

The General Meeting approved the Board's proposals for amending the Articles of
Association. 
A new article 3 a, following article 3, was added to the Articles of
Association. The new article is about converting series K shares into series A
shares if so requested by the holder of the series K share and provided that
the number of shareholders owning series K shares is less than 150. 
In addition, an amendment was made to article 8 of the Articles of Association
to the effect that the notice of meeting is to be published as a stock exchange
release and on the company's website. 



 9. Organisation of the Board

At its organisational meeting following the Annual General Meeting the Board
elected Heikki Vauhkonen as its full-time Chairman and Markku Rönkkö as its
secretary.  Markku Rönkkö was elected as chairman of the Audit Committee and
Pasi Saarinen and Nella Ginman-Tjeder as its members. 



TULIKIVI CORPORATION



Heikki Vauhkonen

Chairman of the Board





Additional Information: Tulikivi Corporation, 83900 Juuka, tel. +358 403 033 100

Heikki Vauhkonen, Chairman of the Board, tel.  +358 207 636 555

Jouni Pitko, Managing Director, tel. +358 403 063 222

Distribution: NASDAQ OMX Helsinki Ltd, key media

www.tulikivi.com





Attachment:   Press release:   Nella Ginman-Tjeder and Harri Suutari join
Tulikivi Corporation´s Board of Directors

Attachments:

Nella Ginman-Tjeder and Harri Suutari join Tulikivi Corporation s Board of Directors.pdf