Tulikivi Oyj - Notice to general meeting

Notice to the General Meeting of Tulikivi Corporation 2017

TULIKIVI CORPORATION      STOCK EXCHANGE RELEASE March 16, 2017 at 1.00 p.m.



NOTICE TO THE GENERAL MEETING OF TULIKIVI CORPORATION 2017

Notice is given to the shareholders of Tulikivi Corporation to the Annual
General Meeting to be held on 20 April 2017 starting at 12:00 noon at Ekberg
Extra, Bulevardi 9 A, II floor, Helsinki. The reception of persons who have
registered for the meeting will commence at 11:30 a.m. 



A. Matters on the agenda of the general meeting

The following matters will be considered at the Annual General Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
of votes 

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors
and the auditor’s report for the year 2016 

- Review by the CEO.

7. Adoption of the annual accounts

8. Resolution on the use of the result shown on the balance sheet

– The Board of Directors proposes to the General Meeting that dividends shall
not be paid. 

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability 

10. Resolution on the remuneration of the members of the Board of Directors

– The Nomination Committee of the Board of Directors proposes to the General
Meeting that the annual remuneration of each member of the Board of Directors
is EUR19,000. 60% of the annual remuneration shall be paid in cash and 40% in
the form of Series A shares in Tulikivi Corporation so that the shares are
purchased on the stock exchange by 31 December 2017 for EUR 7,600. The purchase
of shares shall take place on the basis of the General Meeting’s resolution and
instructions. If the company is unable to effect the purchase of the shares by
the above date, the remuneration shall be paid in cash. Unless the Board of
Directors grants express permission in advance on a case-by-case basis, the
members of the Board of Directors are not allowed to transfer any shares
received in this manner until their membership in the Board of Directors has
ended. The Chairman of the Board of Directors shall, in addition to this, be
paid a monthly remuneration of EUR 4,500 for this work. The member of the Board
of Directors serving as secretary to the Board of Directors shall, in addition
to this, be paid a monthly remuneration of EUR 1,400 for this work. Those
members of the Board of Directors who perform non-Board of Directors
assignments for the company shall be paid a fee on the basis of time rates and
invoices approved by the Board of Directors. Travel costs shall be reimbursed
in accordance with the company’s travelling compensation regulations. 

The members of the Audit Committee and the Nomination Committee of the Board of
Directors shall receive a fee of EUR 330 per meeting. 

11. Resolution on the number of members of the Board of Directors

– The Nomination Committee of the Board of Directors proposes to the General
Meeting that six members shall be elected to the Board of Directors. 

12. Election of members of the Board of Directors

– The Nomination Committee of the Board of Directors proposes to the General
Meeting that the following persons shall be elected as the members of the Board
of Directors: Jaakko Aspara, Markku Rönkkö, Paula Salastie, Reijo Svanborg,
Jyrki Tähtinen and Heikki Vauhkonen. 

13. Resolution on the remuneration of the auditor

– The Board of Directors proposes to the General Meeting that the fees of the
auditor shall be paid according to approved invoices. 

14. Election of auditor

– The Board of Directors proposes to the General Meeting that authorised public
accountants KPMG Oy Ab will be elected as the auditor, with Ms Kirsi Jantunen,
Authorised Public Accountant, acting as the auditor in charge. 

15. Authorising the Board of Directors to decide on the issuance of shares and
issuance of rights of option and other special rights entitling to shares 

– The Board of Directors proposes to the General Meeting that the General
Meeting authorises 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
and the company’s own shares in possession of the company could be issued
either against payment or without payment to the company's shareholders in
accordance with their proportional ownership of the company’s shares or through
a directed issue by deviating from the shareholders’ pre-emptive subscription
right provided that there is a weighty financial reason for the deviation from
the company’s point of view. A directed share issue could only be made without
payment if there is an especially weighty financial reason for it from the
point of view of the company and all its shareholders. 

In addition, the authorisation would include a right to issue shares without
payment to the company itself, provided that the number of shares issued to the
company would not exceed one tenth (1/10) of all shares in the company. When
calculating this number, the number of shares held by the company as well as
those held by its subsidiaries must be taken into account as set out in Chapter
15, section 11(1) of the Companies Act. 

The authorisation would also include the right to issue special rights, as
defined in Chapter 10, section 1 of the Companies Act, which entitle to
subscribe for new shares in the company or the company's own shares in the
possession of the company against payment. The payment may be made either in
cash or by setting off the subscriber’s receivables against the company as
payment for the share subscription. 

The Board of Directors may use the authorisation for the purpose of making fee
/ salary payments in the form of shares. 

The Board of Directors is entitled to decide on other issues related to the
share issues. 

No more than 20% of the number of Series A shares on the date of this notice,
i.e. 10,437,748 Series A shares in the aggregate, and no more than 20% of the
number of Series K shares on the date of this notice, i.e. 1,536,500 Series K
shares in the aggregate (i.e. no more than 20% of the number of shares on the
date of this notice, i.e. 11,974,248 shares in the aggregate) may be issued on
the basis of this authorisation, regardless of whether such shares are new
shares or the company’s own shares in the company’s possession. 

The authorisation to issue shares is in force until the Annual General Meeting
to be held in 2018 but until 30 June 2018 at the latest. 

16. Closing of the Meeting

B. Documents of the general meeting

The above-mentioned proposals of the Board of Directors as well as this notice
are available on Tulikivi Corporation’s website at
http://www.tulikivi.com/en/tulikivi/General_meetings. The annual report of
Tulikivi Corporation, including the company’s annual accounts, the report of
the Board of Directors, and the auditor’s report as well as the Corporate
Governance Statement will be available on the above-mentioned website as from
24 March 2017. The proposals and other documents referred to above are
available also at the meeting, and copies of them and this notice will be sent
to shareholders upon request. The minutes of the General Meeting will be
available on the above-mentioned website as from 4 May 2017. 

C. Instructions for the participants to the General Meeting

1. Shareholders registered in the shareholders' register

Each shareholder who is registered on 6 April 2017 in the shareholders'
register of the company held by Euroclear Finland Ltd. has the right to
participate in the General Meeting. Shareholders whose shares are registered on
their personal Finnish book-entry account are registered in the shareholders’
register of the company. 

Shareholders wishing to participate in the General Meeting shall register for
the meeting no later than 10 April 2017 by notifying the company of their
participation. The registration shall be received by the company no later than
on the above-mentioned date. 

Shareholders can register for the General Meeting:

a) by email / kaija.jaatinen@tulikivi.fi;

b) by telephone at +358 207 636 322 (Mon to Fri from 8 a.m. to 4 p.m.);

c) by telefax at +358 20 605 0701; or

d) by regular mail to Tulikivi Corporation / General Meeting, Kuhnustantie 65,
FI-83900 Juuka, Finland; or 

e) at the company’s offices at Joensuuntie 1226 B, 83900 Juuka (Mon to Fri from
8 a.m. to 4 p.m.). 

In connection with the registration, shareholders shall notify their name,
personal identity code, address, telephone number, and the name of any
assistant or proxy and his / her personal identity code. 

Personal data given to Tulikivi Corporation is used only in connection with the
General Meeting and with the processing of related registrations. 

Shareholders and their representatives or proxies shall be able to prove their
identity and / or right to represent the shareholder upon request. 

2. Holders of a nominee registered shares

Holders of nominee registered shares have the right to participate in the
General Meeting by virtue of such shares based on which he / she on the record
date of the General Meeting, i.e. on 6 April 2017, would be entitled to be
registered in the shareholders’ register of the company held by Euroclear
Finland Ltd. In addition, the right to participate in the General Meeting
requires that the shareholder on the basis of such shares has been registered
into the temporary shareholders’ register held by Euroclear Finland Ltd. at the
latest by 13 April 201710:00 a.m. As regards nominee registered shares, this
constitutes due registration for the General Meeting. 

Holders of nominee registered shares are advised to request in good time
necessary instructions regarding the temporary registration in the
shareholders' register of the company, the issuing of proxy documents and
registration for the General Meeting from their custodian bank. The account
management organisation of the custodian bank shall register the holder of
nominee registered shares who wishes to participate in the General Meeting to
be temporarily entered into the shareholders’ register of the company at the
latest by the time stated above. 

3. Proxy representative and powers of attorney

Shareholders may participate in the General Meeting and exercise their rights
at the meeting by way of proxy representation. Proxy representatives shall
produce a dated proxy document or otherwise prove in a reliable manner their
right to represent the shareholder at the General Meeting. When a shareholder
participates in the General Meeting by means of several proxy representatives
representing the shareholder with shares at different securities accounts, the
shares by which each proxy representative represents the shareholder shall be
identified in connection with the registration for the General Meeting. 

Any proxy documents should be delivered in originals to Tulikivi Corporation /
General Meeting, Kuhnustantie 65, FI-83900 Juuka, Finland on or before the last
date for registration. 

4. Other instructions and information

Pursuant to Chapter 5, section 25 of the Companies Act, a shareholder who is
present at the General Meeting has the right to request information with
respect to the matters to be considered at the meeting. 

On the date of this notice to the Annual General Meeting, the total number of
shares in Tulikivi Corporation is 59,871,243 of which the number of Series A
shares is 52,188,743 and the number of Series K shares is 7,682,500. Of these
shares, a total of 124,200 Series A shares are held by the company. Series A
shares have 52,188,743 votes altogether and Series K shares have 76,825,000
votes. On the basis of the above, a maximum of 128,889,543 votes can be cast at
the General Meeting. 



In Juuka, on 15 March 2017



TULIKIVI CORPORATION

BOARD OF DIRECTORS