Annual General Meetings
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.
A shareholder has the right to put matters that b y virtue of the Limited Liability Companies Act fall within the competence of the general meeting on the agenda of the general meeting, provided the shareholder makes a written request to the Board of Directors in time for the matter to be included in the notice of the meeting. In 2013 the date is 8.3.2013. The request together with the explanation or a draft resolution shall be sent to Tulikivi Corporation / Board of Directors, FI-83900 Juuka or by e-mail to email@example.com.
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;
8. the members of the Board of Directors and
9. one auditor and, where required, a deputy auditor.
The following information shall be made available on the company website at least 21 days before the general meeting: the total number of shares and voting rights according to classes of shares at the date of the notice, the documents to be submitted to the general meeting, a proposal for a resolution by the board or another competent body, an item on the agenda of the general meeting with no proposal for a resolution. The auditor proposed by the board or the audit committee shall be reported in the notice of meeting. If the Board does not know who the auditor is at the time of sending the notice of annual general meeting, the candidacy must be publicised separately.
The proposal for board members shall be included in the notice of the general meeting when the proposal is made by the nomination committee or the candidate is supported by shareholders with at least 10 % of the votes carried by the company shares, provided that the candidate has given his/her consent to the election. The candidates proposed after execution of the notice of the general meeting shall be disclosed separately. The company will report the biographical details of the candidates for the board on its website.
The minutes of the general meeting including the voting results and the appendices of the minutes that are part of a decision made by the meeting, shall be posted on the company website within two weeks of the general meeting.