Articles of Association
1 § Business name and domicile
The company’s business name is Tulikivi Oyj, in English Tulikivi Corporation, and it is domiciled in Juuka.
2 § Business area
The company’s business area is the acquisition and control of soapstone claims and mining concessions, the design of soapstone and other mineral materials and the products derived from them, the manufacture, installation, sales and marketing in Finland and abroad of such materials and products and building materials and requisites, especially building materials made of natural stone, and the execution of building tasks. In addition, the company may engage in operations related to heating and energy production and other related business. In order to carry out its operations, the company may own and control real estate, participations and shares.
3 § Shares
The shares are divided into series K shares, which are referred to as ordinary shares, and series A shares, which are referred to as preference shares.
The shares do not have a nominal value.
The series K and series A shares differ from each other as follows:
1) Each series K share confers 10 votes at a General Meeting and each series A share one vote.
2) Of the profits to be distributed, the dividend payable on series A shares shall be EUR 0.0017 greater than that paid on series K shares.
The shares of the company are included in the book entry system.
3a Conversion clause
Provided that the number of shareholders owning series K shares is less than 150, each series K share may be converted to a series A share if so requested by the shareholder.
A written request addressed to the company’s Board of Directors concerning conversion must state the number of shares to be converted and the book entry account in which the book entry securities corresponding to the shares are registered. The company may ask that for the duration of the conversion procedure an entry be made in the shareholder’s book entry account restricting the owner’s reassignment right. Within three months of receiving the request, the company’s Board of Directors or a party designated by it must deal with the conversion requests presented and must report them for registration in the Trade Register.
A request to convert shares can be cancelled up to the point when notification of the conversion is made in the Trade Register. Following a cancellation, the company will ask for the removal of any entry made in the shareholder’s book entry account restricting the reassignment right.
The conversion of series K to series A shares occurs upon completion of the Trade Register entry. Registration of the conversion is notified to the party that submitted the conversion request and to the book entry registrar.
The company’s Board of Directors will, if necessary, give more detailed instructions on carrying out the conversion.
4 § Board of Directors
The company shall have a Board of Directors to which the Annual General Meeting elects a minimum of three (3) and a maximum of seven (7) members for one year at a time. The Board of Directors shall have a quorum when more than half of the members are present.
Matters shall be decided by a majority decision. If the voting ends in a tie, the chairman shall have the casting vote.
5 § Auditors
The company shall have one (1) auditor who shall at least be an authorised public accountant, and he/she shall have one (1) deputy who shall at least be an authorised public accountant.
A firm of authorised public accountants approved by the Central Chamber of Commerce can be elected as the auditor, in which case no deputy for the auditor has to be elected.
The term of office of the auditor ends at the close of the next Annual General Meeting following his/her election.
6 § Representing the Company
The company shall be represented by its managing director and the chairman of the Board of Directors, each alone.
The Board of Directors may grant the right to represent the company to other identified individuals, always two together or each separately together with a member of the Board of Directors or the managing director.
7 § Rights of procuration
The Board of Directors shall decide on the granting of rights of procuration.
8 § Notice of meeting
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 ten days prior to the meeting at the place mentioned in the notice of meeting.
9 § General Meeting
In addition to the domicile of the company, the General Meeting may also be held in Joensuu or Helsinki.
The Annual General Meeting shall be held each year by the end of June on a day designated by the Board of Directors.
At the Annual General Meeting the following shall be:
1. the financial statements, which also comprise the consolidated financial statements, and the report of the Board of Directors;
2. the auditors’ report;
3. approval of the financial statements, which also comprises an approval of the consolidated financial statements;
4. use of the profit shown in the balance sheet;
5. granting of discharge from liability to the members of the Board of Directors and the managing director;
6. the remuneration of the members of the Board of Directors and the principles for compensating their travel costs;
7. the number of members of the Board of Directors;
8. the members of the Board of Directors and
9. one auditor and, where necessary, a deputy auditor.
11 § Company’s financial year
The company’s financial year is the calendar year.