TULIKIVI CORPORATION STOCK EXCHANGE RELEASE 24 APRIL 2025 AT 2:00 P.M. EEST
The Annual General Meeting of Tulikivi Corporation was held on 24 April 2025 in Helsinki.
The Annual General Meeting approved the financial statements for the financial year 2024 and discharged the members of the Board and the Managing Director from liability. 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 the possession of the company and on the right to issue option rights and other special rights entitling to shares. The Annual General Meeting approved Tulikivi Corporation’s Remuneration Report for Governing Bodies. The resolution on the Remuneration Report is advisory.
Use of profit
The Annual General Meeting decided to authorise the Board of Directors to resolve on the distribution of funds, in one or more instalments from the reserve for invested unrestricted equity, of a maximum of EUR 0.01 per A share and EUR 0.0083 per K share.
Remuneration of Board members and auditor’s fees
The annual remuneration of each member of the Board of Directors is EUR 22,000. The annual remuneration shall be paid in the form of Series A shares in Tulikivi Corporation so that the shares are purchased on the stock exchange by 31 December 2025. The company will acquire shares from the market on behalf of, or transfer the company’s own shares held by the company to, the board members. The company will bear the costs of acquiring the shares.
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 Chair 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 work 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 350 per meeting. The Chair of the Audit Committee shall receive a fee of EUR 700 per meeting.
The fees for the auditor are paid according to the relevant invoice approved by the company.
Board members
The number of Board members was set at seven. The following current Board members were re-elected as members to the Board of Directors: Jaakko Aspara, Niko Haavisto, Satoko Taguma, Tarmo Tuominen, Jyrki Tähtinen and Heikki Vauhkonen. Panu Paappanen was elected as a new Board member.
Auditor
Authorised Public Accounting firm KPMG Oy Ab was elected auditor, with Heli Tuuri, Authorised Public Accountant, acting as the auditor in charge.
Authorisation of the Board to decide on the issuance of shares and issuance of option rights and other special rights entitling to shares as referred to in Chapter 10, Section 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 the possession of the company could be issued either against payment or without payment to the company’s shareholders in proportion to their current shareholdings in the company or through a directed issue by deviating from the shareholders’ pre-emptive subscription right provided that there is a weighty financial reason for the company to do so. 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 and their interests.
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 referred to in Chapter 10, Section 1 of the Companies Act, which entitle their holders to subscribe for new shares in the company or the company’s own shares in the possession of the company against payment. The payment for the share subscription may be made either in cash or by setting off the subscriber’s receivable from the company.
The Board of Directors is entitled to decide on other issues related to the share issues and share transfers.
No more than 10,437,748 Series A shares in the aggregate, and no more than 1,536,500 Series K shares in the aggregate (no more than 11,974,248 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 will remain in force until the Annual General Meeting to be held in 2026, but no longer than until 30 June 2026. The authorization will not revoke any prior authorizations granted to the Board of Directors.
Organisation of the Board
At its organisational meeting following the Annual General Meeting, the Board elected Jyrki Tähtinen as its Chair. Jyrki Tähtinen was elected as Chair of the Nomination Committee and Heikki Vauhkonen and Niko Haavisto as its members. Niko Haavisto was elected as Chair of the Audit Committee and Jaakko Aspara and Panu Paappanen as its members.
