Tulikivi Oyj - Decisions of general meeting

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

TULIKIVI OYJ               STOCK EXCHANGE RELEASE
83900 JUUKA                April 14, 2010 at 4.10 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 14, 2010 approved the financial statement for the financial
year 2009 and discharged the members of the Board of Directors and
the Managing Director from liability. It was resolved to pay a
dividend of EUR 0.0250 on Series A shares and 0.0233 on Series K
shares. The Annual General Meeting accepted the proposals of the
Board of Directors to amend the Articles of Association, 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, as well as to transfer the funds of the share premium
account to reserve for invested unrestricted equity.

1. Dividend
The Annual General Meeting resolved, in accordance with the
Board's proposal, to pay a dividend of:
-  EUR 0.0250 on Series A shares
-  EUR 0.0233 on Series K shares
The record date for the dividend payment will be April 19, 2010.
The dividend will be paid out on April 26, 2010.


2. Remuneration of Board members and auditor's fees
The annual remuneration of a Board member is EUR 15 600. 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
6 240 monthly fee and the director serving as secretary to the
Board of Directors a EUR 1224 monthly fee. The members of
committees of the Board will receive a EUR 300 remuneration per
each meeting. The fees for the auditor are paid according to the
relevant invoice.

3. Board members and Chairman of the Board
The number of Board members was set at seven. Bishop Ambrosius,
Mr. Juhani Erma, Mr. Markku Rönkkö, 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, and LL.M.,
Mr. Olli Pohjanvirta from Helsinki was elected as a new member of
the Board of Directos.

4. 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.

5. Amendment the Artices of Association
The first paragraph of Section 8 (Notice of meeting) of the
Articles of Association was amended to be as follows:

Notice of a General Meeting of shareholders shall be delivered by
the Board of Directors no earlier than three months and no less
than three weeks prior to the General Meeting, however, always at
least nine days prior to the record date of the General Meeting
set forth in Chapter 4, Section 2.2 of the Finnish Companies Act,
by publishing the notice of meeting as a stock exchange release
and on the company's homepage as well as in a widely circulated
newspaper specified by the Board of Directors.

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 2011 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 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 Annual General Meeting authorised the Board of Directors to
decide on the issue of new shares and the company´s own shares in
possession of the company as proposed by the Board. The new shares
or 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
2011.


8. The transfer the Funds of the Share Premium Account to the
Reserve for Invested Unrestricted Equity
It was decided that the share premium account (part of the equity)
on the company's balance sheet as of 31 December 2009 will be
reduced by EUR 7,334,116.06, by transferring all the funds in the
share premium account on the balance sheet as of 31 December 2009
to the reserve for invested unrestricted equity.


9. Organisation of the Board
At its organisational meeting following the Annual General Meeting
the Board elected Matti Virtaala as its chairman. Juhani Erma was
elected chairman of the Audit Committee and Markku Rönkkö and
Matti Virtaala as its members.  Reijo Vauhkonen was elected
chairman of the Nomination Committee and Bishop Ambrosius and
Matti Virtaala were elected as members.


TULIKIVI OYJ

Matti Virtaala
Chairman of the Board


Additional Information: Tulikivi Corporation, 83900 Juuka, Tel.
+358 207 636 000
Matti Virtaala, Chairman of the Board
Heikki Vauhkonen, Managing Director
Distribution: NASDAQ OMX Helsinki Ltd, key media
www.tulikivi.com



Enclosure
- Press release: Olli Pohjanvirta becomes a member of Tulikivi
Corporation´s Board of Directors

Liitteet:

press release olli pohjanvirta becomes a member of board of directors.pdf