Resolutions of the Annual General Meeting of Tulikivi Corporation on 27 April 2023 at 14:00
April 27 2023 - 11:30AM
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.
- Dividend
The Annual General Meeting resolved, in
accordance with the Board’s proposal, that dividends will not be
paid.
- 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.
- 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.
- 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 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.
- 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
TULIKIVI CORPORATIONJyrki TähtinenChairman of
the Board
Additional Information:
Tulikivi Corporation, 83900 Juuka, tel. +358 403 063 100Jyrki
Tähtinen, Chairman of the Board, tel. +358 400 406 509Heikki
Vauhkonen, Managing Director, tel. +358 207 636 555
Distribution:Nasdaq Helsinki
Ltd.Major mediawww.tulikivi.fi
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