RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF TULIKIVI CORPORATION
TULIKIVI CORPORATION STOCK EXCHANGE RELEASE 25 APRIL
2024 AT 18:00 EEST
The Annual General Meeting of Tulikivi Corporation was held on
25 April 2024 in Helsinki.
The Annual General Meeting approved the financial statements for
the financial year 2024 and discharged the members of the Board and
the Managing Director from liability. The Annual General Meeting
accepted the proposals of the Board to authorise the board to
decide on the issue of new shares or the company’s own shares in
possession of the company and on the right to issue rights of
option and other special rights entitling to shares. The Annual
General Meeting approved Tulikivi Corporation’s Remuneration Policy
and Remuneration Report for Governing Bodies. The resolutions on
the Remuneration Policy and Remuneration Report are advisory.
- Dividend
The Annual General Meeting approved the Board of Directors’
proposal that EUR 0.01/share be paid on A shares and EUR
0.0083/share be paid on K shares and that the remainder of the
distributable funds be transferred to shareholders’ equity.
The dividend will be paid to shareholders who are registered in
the shareholders’ register of the company, maintained by Euroclear
Finland Ltd, on the record date for dividend payment, 29 April
2024. The dividend will be paid on 15 October 2024.
- Remuneration of Board members and auditor’s
fees
The annual remuneration of each member of the Board of Directors
is EUR 21,500. The annual remuneration shall be paid primarily in
the form of Series A shares in Tulikivi Corporation so that the
shares are purchased on the stock exchange by 31 December 2024. The
company will acquire shares from the market or transfer the
company’s own shares held by the company to and on behalf of the
board members. The company will bear the costs of acquiring the
shares.
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 until
their membership on the Board of Directors has ended.
Alternatively, the annual remuneration may be paid in whole or in
part in cash. The Chairman of the Board of Directors shall, in
addition to this, be paid a monthly remuneration of EUR 4,500 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. The Chairman of the Audit Committee shall receive a fee of
EUR 660 per meeting.
The fees for the auditor are paid according to the relevant
invoice approved by the company.
- Board members
The number of Board members was set at six. Following and
current Board members were appointed as members to the Board of
Directors: Jaakko Aspara, Niko Haavisto , Tarmo Tuominen, Jyrki
Tähtinen and Heikki Vauhkonen. Satoko Taguma was elected as new
Board member.
- Auditor
Authorised Public Accounting firm KPMG Oy Ab was elected
auditor, with Heli Tuuri, Authorised Public Accountant, acting as
the auditor in charge.
- Authorisation of the Board to decide on an issue
of shares and the right to issue rights of option and special
rights which give entitlement to shares as defined in Chapter 10
Article 1 of the Companies’ Act
The General Meeting authorised the Board of Directors to decide
on the issue of new shares and the company’s own shares in the
possession of the company in accordance with the proposal of Board
of Directors.
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 includes a right to issue shares
without payment to the company itself, provided that the number of
shares issued to the company does 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 also includes 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 receivable against the company as payment for the
share subscription.
The Board of Directors is entitled to decide on other issues
related to the share issues.
No more than 10,437,748 Series A shares in the aggregate, and no
more than 1,536,500 Series K shares in the aggregate (no more than
11,974,248 shares in the aggregate) may be issued on the basis of
this authorisation (including the shares issued under special
rights), 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 2025 but until 30 June 2025 at the
latest. The authorization will not revoke any prior authorizations
granted to the Board of Directors.
- Amendment of the article on notice to the general
meeting in the company’s articles of association
The Annual General Meeting approved the Board of Directors’
proposal that article 8 of the company’s articles of association
concerning the notice to the general meeting be amended so that the
change reflects the wording of the Limited Liability Companies Act
(amendments underlined):
The notice of a General Meeting shall be delivered by the Board
of Directors by publishing the notice as a stock exchange release
and on the company’s website no earlier than three months and no
later than three weeks before the General Meeting, and in any event
no later than nine days before the General Meeting record date
referred to in section 2(2), chapter 4 of the Limited Liability
Companies Act.
To be able to participate in a General Meeting, shareholders
intending to do so must register their intention to participate no
later than on the date specified in the notice of the General
Meeting, which date may not be earlier than ten (10) days prior to
the meeting, at the place mentioned in the notice of meeting.
- Organisation of the Board
At its organisational meeting following the Annual General
Meeting the Board elected Jyrki Tähtinen as its chairman. Jyrki
Tähtinen was elected as chairman of the Nomination Committee and
Heikki Vauhkonen and Niko Haavisto as its members. Niko Haavisto
was elected as chairman of the Audit Committee and Jaakko Aspara
and Tarmo Tuominen as its members.
The minutes of the General Meeting will be available on the
website of Tulikivi Corporation at
www.tulikivi.com/en/tulikivi/General_meetings as of 9 May 2024, at
the latest.
In Helsinki, 25 April 2024
TULIKIVI CORPORATION
Jyrki Tähtinen
Chairman of the Board
Additional Information:
Tulikivi Corporation, 83900 Juuka, tel. +358 403 063 100
Jyrki Tähtinen, Chairman of the Board, tel. +358 400 406 509
Heikki Vauhkonen, Managing Director, tel. +358 40 524 5593
Distribution:
Nasdaq Helsinki Ltd.
Major media
www.tulikivi.fi
Tulikivi Oyj (LSE:0GCJ)
Historical Stock Chart
From Nov 2024 to Dec 2024
Tulikivi Oyj (LSE:0GCJ)
Historical Stock Chart
From Dec 2023 to Dec 2024
