TULIKIVI CORPORATION STOCK EXCHANGE RELEASE 25 APRIL 2024 AT 18:00 EEST
The Annual General Meeting of Tulikivi Corporation was held on 25 April 2024 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 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 and Remuneration Report for Governing Bodies. The resolutions on the Remuneration Policy and Remuneration Report are advisory.
Dividend
The Annual General Meeting approved the Board of Directors’ proposal that EUR 0.01/share be paid on A shares and EUR 0.0083/share be paid on K shares and that the remainder of the distributable funds be transferred to shareholders’ equity.
The dividend will be paid to shareholders who are registered in the shareholders’ register of the company, maintained by Euroclear Finland Ltd, on the record date for dividend payment, 29 April 2024. The dividend will be paid on 15 October 2024.
Remuneration of Board members and auditor’s fees
The annual remuneration of each member of the Board of Directors is EUR 21,500. 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 2024. The company will acquire shares from the market or transfer the company’s own shares held by the company to and on behalf of 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 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.
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 , Tarmo Tuominen, Jyrki Tähtinen and Heikki Vauhkonen. Satoko Taguma was elected as 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 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 is entitled to decide on other issues related to the share issues.
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 is in force until the Annual General Meeting to be held in 2025 but until 30 June 2025 at the latest. The authorization will not revoke any prior authorizations granted to the Board of Directors.
Amendment of the article on notice to the general meeting in the company’s articles of association
The Annual General Meeting approved the Board of Directors’ proposal that article 8 of the company’s articles of association concerning the notice to the general meeting be amended so that the change reflects the wording of the Limited Liability Companies Act (amendments underlined):
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 on the date specified in the notice of the General Meeting, which date may not be earlier than ten (10) days prior to the meeting, at the place mentioned in the notice of meeting.
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 Niko Haavisto as its members. Niko Haavisto was elected as chairman of the Audit Committee and Jaakko Aspara and Tarmo Tuominen as its members.
