Tulikivi Oyj — Proxy Solicitation & Information Statement 2010

Feb 11, 2010

Summons to the Annual Generel Meeting

Summons to the Annual Generel Meeting

TULIKIVI CORPORATION STOCK EXCHANGE RELEASE
February 11, 2010 at 4.40 p.m.

SUMMONS TO THE ANNUAL GENERAL MEETING OF TULIKIVI CORPORATION

The shareholders of Tulikivi Corporation are invited to the Annual
General Meeting to be held on April 14, 2010 at 13.00 at the
Kivikylä auditorium in Nunnanlahti, Juuka. The reception of
persons who have registered for the meeting will commence at 12.30
a.m.

A. Matters on the agenda of the general meeting

The following matters will be dealt with by the Annual General
Meeting:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinize the minutes and to supervise
   the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the
   list of votes

6. Presentation of the annual accounts, the report of the Board of
   Directors and the auditor's report for the year 2009

7. Review by the CEO

8. Adoption of the annual accounts

9. Resolution on the use of the profit shown on the balance sheet
   and the payment of dividend

10. The Board of Directors proposes to the Annual General Meeting
    that 0.0250 euros/share is paid as dividend for the A-series
    shares and that 0.0233 euros/share is paid as dividend for the K-
    series shares. The dividend decided by the Annual General Meeting
    will be paid for shares that have been recorded on the record date
    for the dividend payment in the shareholders' register that is
    maintained by Euroclear Finland Ltd. The record date for the
    dividend payment is April 19, 2010. The Board of Directors
    proposes to the Annual General Meeting that the dividend payment
    date be April 26, 2010.

11. Resolution on the discharge of the members of the Board of
    Directors and the CEO from liability

12. Resolution on the remuneration of the members of the Board of
    Directors

13. The Nomination Committee proposes that the annual remuneration
    of Board members is EUR 15,600, of which 60 per cent will be paid
    in cash and 40 per cent in the form of Series A shares in Tulikivi
    Corporation. The shares will be purchased on the stock exchange on
    or before December 31, 2010 for a total consideration per each
    Board member of no more than 6,240 euros. The purchase of
    shares will take place on the basis of the General Meeting's
    resolution and instructions. If it is not possible to effect the
    purchase of the shares on or before the above date, the
    remuneration will be paid in cash. Unless the Board of Directors
    grants express permission in advance, members of the Board are not
    allowed to transfer any shares received in this manner until their
    Board membership has ended. In addition, the Chairman of the Board
    of Directors will be paid a 6,240 euros monthly salary and the
    Board member serving as secretary to the Board of Directors a 724
    euros monthly salary. Board members who perform non-Board
    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 will be reimbursed in accordance with the company's
    travelling compensation regulations. The members of committees of
    the Board will receive a 300 euro remuneration per each meeting.

14. Resolution on the number of members of the Board of Directors

15. It is proposed to the Annual General Meeting that seven members
    will be elected to the Board of Directors.

16. Election of members of the Board of Directors

17. The Nomination Committee proposes to the Annual General Meeting
    that Bishop Ambrosius, Mr. Juhani Erma, Mr. Markku Rönkkö, Mrs.
    Maarit Toivanen-Koivisto, Mr. Heikki Vauhkonen and Mr. Matti
    Virtaala will be re-elected members of the Board of Directors, and
    that Mr. Olli Pohjanvirta, Master of Laws, from Helsinki will be
    elected new member of the Board of Directors.

18. Resolution on the remuneration of the auditor

19. The Board of Directors proposes to the Annual General Meeting
    that the fees of the auditor are paid according to approved
    invoices.

20. Election of auditor

21. The Board of Directors proposes to the Annual General Meeting
    that the firm of authorized public accountants KPMG Oy Ab will be
    elected auditor, with Mr. Ari Eskelinen, Authorized Public
    Accountant, acting as the chief auditor.

22. Proposal of the Board of Directors to amend the Articles of
    Association

23. The Board of Directors proposes to the Annual General Meeting
    that the first paragraph of Section 8 (Notice of meeting) of the
    Articles of Association shall be amended to be as follows:

Notice of a General Meeting of shareholders shall be delivered by
the Board of Directors no earlier than three months and no less
than three weeks prior to the General Meeting, however, always at
least nine days prior to the record date of the General Meeting
set forth in Chapter 4, Section 2.2 of the Finnish Companies Act,
by publishing the notice of meeting as a stock exchange release
and on the company's homepage as well as in a widely circulated
newspaper specified by the Board of Directors.

1. Authorizing the Board of Directors to decide on the repurchase
   of the company's own shares
2. The Board of Directors proposes to the Annual General Meeting
   that the Annual General Meeting would resolve to authorise the
   Board of Directors to decide on the repurchase of the company's
   own shares under the following terms:
   a) The company's shares are to be acquired in order to develop the
   company's capital structure and to be used as consideration in
   acquisitions or other structural arrangements in a manner and with
   a scope determined by the Board of Directors. In addition, the
   shares may be acquired for the use in share-based incentive
   arrangements, for payment of share-based remuneration or otherwise
   to be transferred or cancelled.
   b) A maximum number of 2,760,397 of the A-series shares and
   954,000 of the K-series shares of the company may be repurchased,
   taking into account that the company may not hold more than 10 per
   cent of all shares.
   c) Shares will be acquired in the following manner:
   (i) The company's A-series shares will be acquired through public
   trading at the NASDAQ OMX Helsinki Oy as decided by the Board of
   Directors and by deviating from the proportion in which the
   company's shareholders own shares in the company, at the price set
   at the NASDAQ OMX Helsinki Oy and in accordance with its rules;
   (ii) The company's K-series shares will be acquired in proportion
   to shares owned by the shareholders by making an offer to the
   owners of the K-series shares with the following terms: the price
   paid for the K-series shares corresponds to the weighted average
   price paid in the executed transactions in the public trading of
   the A-series shares at the NASDAQ OMX Helsinki Oy during the two
   week period preceding the signing date of the offer. In case the
   company has not managed to acquire the number of K-series shares
   set out in the resolution by the General Meeting, the Board of
   Directors may acquire the remaining number from those owners of K-
   series shares willing to sell more than their proportional share
   of the shares to be acquired. In case more shares are offered for
   sale than the number to be purchased, the Board of Directors will
   decide, having regard to the ownership share of the sellers and
   the number of shares offered for sale, how the number of shares to
   be purchased is to be allocated among the shareholders offering
   shares for repurchase.
   d) The repurchase of the shares will be carried out with funds
   available for distribution of profits and the acquisition will
   reduce the equity available for distribution
   e) The authorisation to repurchase shares is in force until the
   Annual General Meeting to be held in 2011, however, not for a
   longer period than 18 months as of the resolution by the General
   Meeting.
   f) All other issues related to the repurchase of shares are
   decided by the Board of Directors of the Company.
3. Authorizing the Board of Directors to decide on the issuance
   of shares and the company's own shares in possession of the
   company and the right to issue special rights which give
   entitlement to shares as defined in Chapter 10 Section 1 of the
   Companies Act.

The Board of Directors proposes to the Annual General Meeting that
the Annual General Meeting would resolve to authorise the Board of
Directors to decide on the issue of new shares or the company's
own shares in the possession of the company. The new shares and
the company's own shares in possession of the company may be
issued against payment or free of charge to all 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 there is a
weighty financial reason from the company's point of view for the
deviation. A directed share issue may only be free of charge if
there is a particularly weighty financial reason for it from the
point of view of the company and all its shareholders.

New shares may be issued in the following amounts: a total of no
more than 5,520,794 A-series shares and no more than 1,908,000 K-
series shares. The company's own shares in the company's
possession may be issued in the following amounts: a total of no
more than 5,520,794 A-series shares and no more than 1,908,000 K-
series shares.

In addition, the authorisation would include a right to issue cost-
free shares to the company, provided that the number of shares
issued to the company would not exceed one tenth (1/10) of all
shares of 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, and subsection 1 of the Companies Act.

The authorisation would also include the right to issue special
rights, as defined in Chapter 10, Section 1 of the Companies Act,
which entitle to subscribe for new shares or shares in the
possession of the company against payment. The payment may be made
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 authorization 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 issuances.

The authorisation to issue shares is in force until the Annual
General Meeting to be held in 2011.

1. Proposal of the Board of Directors to Transfer the Funds of
   the Share Premium Account to the Reserve for Invested Unrestricted
   Equity

2. The Board of Directors proposes to the Annual General Meeting
   that the share premium account (part of the equity) on the
   company's balance sheet as of 31 December 2009 be reduced by EUR
   7,334,116.06, by transferring all the funds in the share premium
   account on the balance sheet as of 31 December 2009 to the reserve
   for invested unrestricted equity.

3. Closing of the meeting

B. Documents of the general meeting

The proposals of the Board of Directors and its Committees
relating to the agenda of the General Meeting as well as this
notice are available on Tulikivi Corporation's website at
www.tulikivi.com/investors/general meetings. The annual report of
Tulikivi Corporation, including the company's annual accounts, the
report of the Board of Directors and the auditor's report as well
as the the Corporate Governance Statement, is available on the
above-mentioned website no later than March 16, 2010 and it will
be mailed to the shareholders on March 16, 2009. The proposals of
the Board of Directors and the annual accounts are also available
at the meeting. Copies of these documents and of this notice will
be sent to shareholders upon request. The minutes of the meeting
will be available on the above-mentioned website as from April 28,
2010.

C. Instructions for the participants in the general meeting

1. The right to participate and registration
   Each shareholder, who is registered on March 31, 2010 in the
   shareholders' register of the company held by Euroclear Finland
   Ltd., has the right to participate in the general meeting. A
   shareholder, whose shares are registered on his/her personal,
   Finnish book-entry account, is registered in the shareholders'
   register of the company.
   A shareholder, who wants to participate in the general meeting,
   shall register for the meeting no later than April 4, 2010 giving
   a prior notice of participation. Such notice can be given:
   a) by e-mail to the address kaisa.toivanen@tulikivi.fi
   b) by telephone + 358 207 636 251 or 207 636 322 (from Monday to
   Friday at 8.00 a.m. - 4.00 p.m., except Thursday April 1, 2010 at
   8.00 a.m. - 1 p.m. Registering by phone is not possible on Friday
   April 2,2010);
   c) by telefax; + 358 207 636 130 or
   d) by regular mail to Tulikivi Corporation/ Annual General
   Meeting, FI-83900 JUUKA
   In connection with the registration, a shareholder shall notify
   his/her name, personal identification number, address, telephone
   number and the name of a possible assistant or a proxy and his/her
   personal identification number.

The personal data given to Tulikivi Corporation is used only in
connection with the general meeting and with the processing of
related registrations.

Pursuant to Chapter 5, Section 25 of the Companies Act, a
shareholder who is present at the general meeting has the right to
request information with respect to the matters to be considered
at the meeting.

1. Proxy representative and powers of attorney
   A shareholder may participate in the general meeting and exercise
   his/her rights at the meeting by way of proxy representation. A
   proxy representative shall produce a dated proxy document or
   otherwise in a reliable manner demonstrate his/her right to
   represent the shareholder at the general meeting. When a
   shareholder participates in the general meeting by means of
   several proxy representatives representing the shareholder with
   shares at different securities accounts, the shares by which each
   proxy representative represents the shareholder shall be
   identified in connection with the registration for the general
   meeting.

Possible proxy documents should be delivered in originals to
Tulikivi Corporation/ general meeting, FI-83900 Juuka on or before
the last date for registration.

1. Holders of nominee registered shares
   A holder of nominee registered shares is advised to request in
   good time necessary instructions regarding the registration in the
   shareholders' register of the company, the issuing of proxy
   documents and registration for the general meeting from his/her
   custodian bank.
   The account management organisation of the custodian bank will
   register a holder of nominee registered shares, who wants to
   participate in the general meeting, to be temporarily entered into
   the shareholders' register of the company at the latest on 9 April
   2010 at 10.00 a.m. Further information is also available on
   www.tulikivi.com/investors/general meetings.

2. Other instructions and information
   On the date of this summons to the Annual General Meeting, on
   February 11, 2010, the total number of shares in Tulikivi
   Corporation is 37,143,970 of which the number of A-series shares
   is 27,603,970 and the number of K-series shares is 9,540,000. Of
   such shares, a total of 124,200 A-series shares are held by the
   company. A-series shares have 27,603,970 votes altogether and K-
   series shares have 95,400,00 votes. On the basis of the above, a
   maximum of 122,879,770 votes can be cast at the general meeting.

In Juuka February 11, 2010

TULIKIVI CORPORATION
BOARD OF DIRECTORS