TULIKIVI CORPORATION STOCK EXCHANGE RELEASE
8 October 2013, at 11.45
RESOLUTIONS OF THE EXTRAORDINARY GENERAL MEETING OF TULIKIVI
CORPORATION OCTOBER 8, 2013
The Extraordinary General Meeting of the Tulikivi Corporation held on October 8, 2013 accepted the proposals of the Board of Directors, to authorise the Board of Directors to acquire the company’s own shares and to decide upon an issue of shares. In addition the Extraordinary General Meeting accepted Board´s proposal for the termination of the Nomination Board and election of new member of the Board of Directors.
- 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
The Extraordinary 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 26 000 000 A series. The new shares and the company’s own shares in possession of the company may be issued against payment or free of charge to all 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 there is a weighty financial reason from the company’s point of view for the deviation. A directed share issue may only be free of charge if there is a particularly weighty financial reason for it from the point of view of the company and all its shareholders.
In addition, the authorisation includes a right to issue cost-free shares to the company, provided that the number of shares issued to the company would not exceed one tenth (1/10) of all shares of 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, and subsection 1 of the Companies Act.
The Board of Directors is entitled to decide on other issues related to the share issuances. The authorisation to issue shares is in force until the Annual General Meeting to be held in 2014 however, until 30 June 2014 at the latest. This authorisation does not void the authorisation given by Annual General Meeting of the company on April 16, 2013, which authorisation remains valid.
The share issue authorization is related to the execution of share issue planned by the company.
- Termination of the Nomination Board and election of new member of the Board of Directors
The Annual General Meeting of the Company has on April 12, 2012 made resolution to establish a nomination board. The duties of the nomination board include the preparation of proposals for the election of directors to be presented to the general meeting, the preparation of matters relating to the compensation of directors and succession planning with respect to the directors. The current members of the nomination board are Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala.
The Extraordinary General Meeting decided, as proposed by the Board, to terminate the nomination board and in the future its duties are carried out by the a nomination committee of the Board of Directors, that took care of the said duties prior to April 12, 2012. The Board of Directors shall separately elect the members of the nomination committee among its members.
The Extraordinary General Meeting decided, as proposed by the Board, to elect Anu Vauhkonen as new member of the Board of Directors. The amount of members of the Board of Directors will therefore be 7 and the following existing members would continue in the Board of Directors: Nella Ginman-Tjeder, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Harri Suutari and Heikki Vauhkonen.
- Nomination Committee
The Board of Directors has elected Markku Rönkkö and Heikki Vauhkonen as members and Harri Suutari as Chairman of the Nomination Committee from among its members.
TULIKIVI CORPORATION
Harri Suutari
Chairman of the Board of Directors
Additional Information: Tulikivi Corporation, 83900 Juuka, Finland, tel. +358 403 063 100,
- CEO Heikki Vauhkonen, tel. +358 207 636 555
- Chairman of the Board of Directors, Harri Suutari, tel. +3858 400 384 937
Distribution: NASDAQ OMX Helsinki Ltd. and key media
www.tulikivi.com
