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 § Field of operations
The company’s field of operations is the acquisition and possession of soapstone claim reservations and soapstone mining patents, the design of products derived from soapstone and other minerals as well as the manufacture, installation, sale and marketing in Finland and abroad of these products as well as construction materials and supplies, especially natural stone construction materials, and the carrying out of construction assignments. In addition, the company can carry on activities serving heating and energy production as well as other business operations related to this field. For carrying on its operations, the company can own and administer real-estate properties, participations and shares.
3 § Shares
The shares are divided into Series K shares, which are referred to as common 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 0.0017 euros greater than that paid on Series K shares.
The shares of the company belong to the book-entry system.
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 to a term of office of 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) regular auditor who shall at least be an authorised public accountant approved by the Central Chamber of Commerce and he/she shall have one (1) deputy who shall at least be an authorised public accountant approved by the Central Chamber of Commerce.
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 is represented by the company’s managing director and the chairman of the Board of Directors, each acting alone.
The Board of Directors may grant the right to represent the company to other identified individuals, always acting 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
Notice of a General Meeting of shareholders shall be delivered by the Board of Directors no earlier than three months and no less than three weeks prior to the General Meeting, however, always at least nine days prior to the record date of the General Meeting set forth in Chapter 4, Section 2.2 of the Finnish Companies Act, by publishing the notice of meeting as a stock exchange release and on the company’s homepage as well as in a widely circulated newspaper specified by the Board of Directors.
To be able to participate in a General Meeting, a shareholder who attends the General Meeting must register with the company no later than ten (10) 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.
The agenda for the Annual General Meeting shall include:
1. the financial statements, which also comprises the group financial statements, as well as the report of the Board of Directors;
2. the auditors’ report;
3. approval of the financial statements, which also comprises an approval of the group 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 of compensating their travel costs;
7. the number of members of the Board of Directors; election of
8. the members of the Board of Directors and
9. one auditor and, where required, a deputy auditor.
11 § Company’s financial year
The company’s financial year is the calendar year.