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Resolutions of the Annual General Meeting of Tulikivi Corporation on 27 April 2022
The Annual General Meeting of Tulikivi Corporation was held through exceptional procedures on 27 April 2022 in Helsinki, Finland in accordance with the temporary legislative act to limit the spread of the Covid-19 pandemic (375/2021), which entered into force on 8 May 2021. The Company’s shareholders were able to participate in the General Meeting and exercise their shareholder rights only through voting in advance through authorised proxy representative as well as by making counterproposals and presenting questions in advance. It was not possible to participate in the meeting in person at the meeting venue.
The Annual General Meeting approved the financial statements for the financial year 2021 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 Report for Governing Bodies. The resolution on the Remuneration Report 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 a Board member is EUR 20,000. Each Board member will receive 40% of the annual remuneration in the form of Tulikivi Corporation Series A shares. In addition, the Chairman of the Board will be paid a monthly remuneration of EUR 4,500. The members of the Nomination Committee of the Board and the members of the Audit Committee of the Board will receive a remuneration of EUR 330 per each 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 an approved invoice.
3 Board members
The number of Board members was set at six. Jaakko Aspara, Liudmila Niemi, Tarmo Tuominen, Jyrki Tähtinen, Heikki Vauhkonen and Niko Haavisto were appointed as members to the Board of Directors.
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 Annual General Meeting authorised the Board to decide on the issue of new shares or the company’s own shares in possession of the company as proposed by the Board. The new shares and the company’s own shares in possession of the company can be issued in the following numbers: A total of no more than 15,656,622 series A shares and no more than 2,304,750 series K shares. The authorisation also includes the right to carry out share issues deviating from the shareholders’ pre-emptive subscription right provided that there is a weighty financial reason from the company’s point of view for the deviation. The authorisation includes the right to issue shares without payment to the company itself provided that the number of shares issued to the company would not exceed one tenth of all shares of the company. The authorisation also includes the right to issue special rights, as defined in Chapter 10 Article 1 of the Companies’ Act, which entitle to subscribe for shares against payment in cash or by setting off the subscriber’s receivables against the company as payment. The authorisation also includes the right to make fee / salary payments in the form of shares. The Board is entitled to decide on other issues related to the share issues. The authorisation is in force until the Annual General Meeting to be held in 2023 but until 30 June 2023 at the latest.
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.
Chairman of the Board
Additional Information: 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.