Starting on 28 April, Tuleva members could vote at the Tuleva association’s general meeting, where we also amended our articles of association. The most important change was the addition of a new option for members to acquire and transfer membership capital between each other.
We’re not an ordinary pension fund. Tuleva is owned by the investors themselves – people who chose to cut out the middlemen and build better pension funds for themselves. We make all the important decisions at general meetings, where each of Tuleva’s nearly 9,000 members has an equal vote. Collective action has served us well and that’s not going to change.
Tuleva members own our membership capital, and profits are distributed based on each member’s share in it. The membership capital is part of the association’s equity, which is fully invested in Tuleva’s management company and earns returns from its operations. While everyone has equal voting rights, each member’s amount of membership capital varies depending on how much they’ve contributed to Tuleva.
How can you acquire more membership capital?
As a Tuleva member, you gradually build up membership capital each year through the membership bonus, as long as you have assets in our pillar II and III pension funds. But what if you’d like to acquire more capital faster?
Normally, you become an owner in a company by subscribing for shares when the company raises capital. Since Tuleva is already well capitalised, there’s been no need for that, and there doesn’t seem to be any in the near future either.
The second option is to buy shares from existing shareholders – and that’s exactly why we’re introducing this possibility by updating our articles of association. Two important amendments to the articles of association concerning membership capital were up for a vote at the general meeting.
Amendment 1: the option to transfer membership, along with the associated membership capital, to one’s heir.
A member of the Association may transfer their membership to another person, particularly if the member intends to transfer their assets to a future heir. The transfer of membership shall be decided by the management board. The supervisory council may, by resolution, specify the grounds on which the management board may refuse or approve the transfer of membership.
The option to transfer membership has been requested by some older Tuleva members who are of retirement age and no longer plan to invest. They’d like to pass their share in Tuleva, along with the associated membership capital, to their adult children. Transferring membership ends the transferor’s membership.
However, the special rights of Tuleva’s 22 founding members, which have been included in the articles of association from the start, cannot be transferred. These rights include the founding members’ right to elect 50% of Tuleva’s supervisory council, amending the articles of association and Tuleva’s purpose, and, when deciding on the merger, division, or dissolution of Tuleva, at least 50% of the founding members must agree.
Amendment 1 involves supplementing Articles 7.1 and 7.7, and adding two new Articles – 7.3 and 11.9 – to the articles of association.
Amendment 2: the option to transfer membership capital and membership bonus to another member. This would allow members who want to increase their capital in Tuleva to buy it from those wishing to sell theirs.
A member may transfer all or part of their membership contributions to another member of the Association (without transferring membership) in accordance with the terms and conditions for membership capital established by the supervisory council and subject to approval by the management board. For the transfer of membership contributions, the transferor and transferee shall submit a joint written application to the Association’s management board. Upon transfer of a membership capital contribution, the management board shall transfer the transferor’s membership capital contribution (or its relevant portion) to the name of the transferee. No member may acquire membership contributions in an amount exceeding 10% of the total membership contributions.
This option has been requested by Tuleva members who want to acquire a share in Tuleva. It also helps those who want to withdraw the membership capital they’ve accumulated because they need the money for other things. Until now, this has only been possible by leaving the association. But that isn’t reasonable, since it would cut off the possibility of staying involved in Tuleva’s activities. When someone leaves the association, their accumulated membership capital is paid out at book value, but that probably doesn’t reflect the full value of the capital. After all, we don’t just collectively own nearly 7 million euros worth of financial assets (most of it in our own pension funds) – we also own a fast-growing company with 79,000 customers.
Tuleva’s membership capital isn’t a security that can be traded on a daily basis. The amendment to the articles of association simply creates a way for two members to agree between themselves whether, how much and at what price the membership capital will change hands. To make this easier, we’ll set up a “membership capital notice board” on Tuleva’s website, where you can post if you want to buy or sell. The association must be informed of any transactions involving membership capital so the transactions can be recorded in the register and to ensure that no one person owns more than 10% of Tuleva’s membership capital.
The transfer of membership or membership capital must also be approved by Tuleva’s management board. The board will check that the transferee is indeed a Tuleva member and that their share of the membership capital doesn’t exceed the 10% limit.
The general meeting approved the amendments to the articles of association, which means the association’s supervisory council now needs to update the terms and conditions of the membership capital, and the management board must develop the technical arrangements for recording transactions. We plan to do this as soon as possible.
Amendment 2 involves supplementing Articles 8.7, 9.5, 12.4.1 and 12.4.2, and adding a new Article – 8.10 – to the articles of association.
More technical amendments to the articles of association
Two additional, more technical amendments to the articles of association were also put to a vote at the general meeting.
Amendment 3: we replaced the words “pension bonus” with “membership bonus”, and “pension capital” with “membership capital” throughout the articles of association. These terms have become established in communication with members and are clearer and more accurate. This won’t change the substance of the concepts.
Amendment 4: we updated the procedure for conducting general meetings in the articles of association. We’re already allowing members to cast their vote in writing before the meeting, even though this isn’t explicitly regulated by the Commercial Associations Act. We’ve based this on guidance from the Ministry of Justice and Digital Affairs, but in theory, it still carries a risk of legal dispute. On our lawyers’ recommendation, we added the option of advance voting to our articles of association to make the procedure for conducting meetings clearer.
Amendment 4 involves adding a new Article – 11.4 – to the articles of association.
All of the above-mentioned amendments were approved by the members at the general meeting. As the next step, we are preparing updated membership capital terms and making the necessary developments on the Tuleva website. This work is already underway, and the solution will be ready to use in a couple of months.
You can find the updated articles of association here.
