RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF TULIKIVI CORPORATION ON 27 APRIL 2023 AT 14:00
TULIKIVI CORPORATION STOCK EXCHANGE RELEASE 27 APRIL 2023 AT 19:30
The Annual General Meeting of Tulikivi Corporation was held on 27 April 2023 in Helsinki.
The Annual General Meeting approved the financial statements for the financial year 2022 and discharged the members of the Board and the Managing Director from liability. It was resolved that dividends will not be paid. 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 for Governing Bodies. The resolution on the Remuneration Policy is advisory.
The Annual General Meeting resolved, in accordance with the Board’s proposal, that dividends will not be paid.
2. Remuneration of Board members and auditor’s fees
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.
The fees for the auditor are paid according to the relevant invoice approved by the company.
3. 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, Liudmila Niemi, Tarmo Tuominen, Jyrki Tähtinen and Heikki Vauhkonen.
Authorised Public Accounting firm KPMG Oy Ab was elected auditor, with Heli Tuuri, Authorised Public Accountant, acting as the auditor in charge.
5. 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 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 (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 2024 but until 30 June 2024 at the latest. The authorization will not revoke any prior authorizations granted to the Board of Directors.
6. 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 Jaakko Aspara as its members. Niko Haavisto was elected as chairman of the Audit Committee and Liudmila Niemi 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 11 May 2023, at the latest.
In Helsinki, 27 April 2023
Chairman of the Board
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. +358 207 636 555
Nasdaq Helsinki Ltd.