Tulikivi Oyj - Company Announcement

RESOLUTIONS OF THE ANNUAL GENERAL MEETING AND ORGANISATION OF THE BOARD

TULIKIVI CORPORATION                                          STOCK EXCHANGE
RELEASE 
    April 14, 2011 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, 2011
approved the financial statement for the financial year 2010 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. 

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, 2011. The dividend
will be paid out on April 28, 2011. 



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 and Chairman of the Board
The number of Board members was set at seven. Mr. Juhani Erma, Mr. Olli
Pohjanvirta, 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 Mr., B.Sc. (Eng.) Pasi Saarinen from Joensuu
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. 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
2012 but, however, not for a longer period than 18 months as of the resolution
by the General Meeting. 



6. 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 2012. 



7. 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 CORPORATION





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: Pasi Saarinen joins Tulikivi Corporation Board

Attachments:

Pasi Saarinen joins Tulikivi Corporation Board 140411.pdf