NOTICE TO THE ANNUAL GENERAL MEETING OF TULIKIVI CORPORATION 2023
TULIKIVI CORPORATION STOCK EXCHANGE
RELEASE 28 MARCH 2023 AT 5:00 PM
Notice is given to the shareholders of Tulikivi
Corporation to the Annual General Meeting to be held on
27 April 2023 starting at 14:00 p.m. at the premises of
Borenius Attorneys Ltd, Eteläesplanadi 2, 00130 Helsinki. The
reception of persons who have registered for the meeting will
commence at 13:30 p.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 2022
- Review by the CEO
The annual report of the company, including
annual accounts for the year 2022, consolidated financial
statements, the report of the Board of Directors and the auditor's
report, will be published on 31 March 2023 and will be available
from the publication date on the company's website.
7. Adoption of the annual accounts,
which also includes the adoption of consolidated financial
statements
8. Resolution on the use of the profit
shown on the balance sheet and deciding on the payment of
dividends
The parent company does not have dividend
eligible assets. The Board of Directors proposes to the General
Meeting that dividends shall not be paid for the year 2022.
9. Resolution on the discharge of the
members of the Board of Directors and the CEO from
liability
10. Handling of remuneration report for
governing bodies
The remuneration report will be published on 31
March 2023 and will be available afterwards on the company’s
website at www.tulikivi.com/en/.
The Board of Directors proposes that the
remuneration report for governing bodies be approved. The decision
is advisory.
11. 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 EUR
21,000. 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 2023. The purchase
of shares shall take place on the basis of the General Meeting’s
resolution and instructions. 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.
12. 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.
13. Election of members of the Board of
Directors
The Nomination Committee of the Board of
Directors proposes to the General Meeting that the following
current members of the Board of Directors shall be re-elected:
Jaakko Aspara, Niko Haavisto, Liudmila Niemi, Tarmo Tuominen, Jyrki
Tähtinen and Heikki Vauhkonen.
All candidates have consented to being
elected.
14. 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.
15. Election of auditor
The Board of Directors proposes to the General
Meeting that the firm of authorised public accountants KPMG Oy Ab
will be elected as the auditor, with Ms Heli Tuuri, Authorised
Public Accountant, acting as the auditor in charge.
16. 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 receivable 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 30% of the number of Series A
shares on the date of this notice, i.e. 15,656,622 Series A shares
in the aggregate, and no more than 30% of the number of Series K
shares on the date of this notice, i.e. 2,304,750 Series K shares
in the aggregate (i.e. no more than 30% of the number of shares on
the date of this notice, i.e. 17,961,372 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 2024 but until
30 June 2024 at the latest. The authorization will not revoke
any prior authorizations granted to the Board of Directors.
17. 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 remuneration policy and the Corporate Governance
Statement, shall be disclosed and will be available on the
above-mentioned website as from 31 March 2023. Copies of the
aforementioned documents and this notice will be sent to
shareholders upon request. The minutes of the General Meeting will
be available on the above-mentioned website 11 May 2023 at the
latest.
C. Instructions for the participants to
the General Meeting
1. Shareholders registered in the
shareholders' register
Each shareholder who is registered on the record
date of the General Meeting on 17 April 2023 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 17
April 2023 by 10:00 a.m. 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 / maj-lis.kallinen@tulikivi.fi;b) by telephone
at +358 207 636 321 (Mon to Fri from 8 a.m. to 4 p.m);c) by regular
mail to Tulikivi Corporation / General Meeting, Kuhnustantie 65,
FI-83900 Juuka, Finland; ord) at the company’s offices at
Kuhnustantie 65, 83900 Juuka (Mon to Fri from 8 a.m. to 4 p.m).
In connection with the registration,
shareholders shall notify requested information including their
name, personal identity code or company ID and contact details, and
the name of any assistant or proxy and his / her personal date of
birth.
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. 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 the address: Tulikivi Corporation / General Meeting,
Kuhnustantie 65, FI-83900 Juuka, Finland on or before the last date
for registration.
3. 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 17 April 2023, 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 24 April 2023 10:00
a.m.. As regards nominee registered shares, this constitutes due
registration for the General Meeting. Changes in the ownership of
shares after the record date of the General Meeting do not affect
the right to participate in the General Meeting or the number of
votes of the shareholder.
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.
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 52,064,543 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 Helsinki, on 28 March 2023
TULIKIVI CORPORATION
BOARD OF DIRECTORS
Distribution:Nasdaq HelsinkiKey
mediawww.tulikivi.com
Further information: Heikki Vauhkonen, Managing Director, tel.
+358 (0)207 636 555
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