Tulikivi Oyj - Decisions of general meeting

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

TULIKIVI  CORPORATION                                    STOCK EXCHANGE RELEASE
83900 JUUKA                                                         April 12,
2012 at 15.15 



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 12, 2012
approved the financial statement for the financial year 2011 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. 

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 Chairman of the Board of Directors will be paid a EUR
6 500 monthly fee and the director serving as secretary to the Board of
Directors a EUR 1 400 monthly fee. The members of committees 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.  Mr. Olli Pohjanvirta, Mr. Markku
Rönkkö, Mr. Pasi Saarinen,  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. 

4. The  Nomination Board and its composition
The Annual General Meeting resolved to  establish the Nomination Board, to
which Olli Pohjanvirta,  Reijo Vauhkonen and Matti Virtaala were elected. 

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 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
2013 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 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 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 2013. 

8. Organisation of the Board
At its organisational meeting following the Annual General Meeting the Board
elected Matti Virtaala as its chairman and Markku Rönkkö as its secretary.
Markku Rönkkö was elected as chairman of the Audit Committee and Pasi Saarinen
and Matti Virtaala as its members. 



TULIKIVI CORPORATION

Matti Virtaala
Chairman of the Board



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

Matti Virtaala, Chairman of the Board

Heikki Vauhkonen, Managing Director

Distribution: NASDAQ OMX Helsinki Ltd, key media

www.tulikivi.com