Published 11.03.2014
Notice is given to the shareholders of Tulikivi Corporation to the Annual General Meeting to be held on 2 April 2014 at 10.00 a.m. at Ekberg Extra, Bulevardi 9 A, II floor, Helsinki. The reception of persons who have registered for the meeting will commence at 9.30 a.m.
A. Matters on the agenda of the General Meeting
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise 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 2013
– Review by the CEO.
7. Adoption of the annual accounts
8. Resolution on the use of the result shown on the balance sheet
– The Board of Directors proposes to the General Meeting that dividends shall not be paid.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
– The Nomination Committee proposes to the General Meeting that the annual remuneration of each member of the Board of Directors is EUR 18,000. 60% of the annual remuneration shall be paid in cash and 40% in the form of Series A shares in Tulikivi Corporation so that the shares are purchased on the stock exchange by 31 December 2014 for EUR 7,200. The purchase of shares shall 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 by the above date, the remuneration shall be paid in cash. Unless the Board of Directors grants express permission in advance, the members of the Board of Directors are not allowed to transfer any shares received in this manner until their membership on the Board of Directors has ended. The Chairman of the Board of Directors shall, in addition to this, be paid a monthly remuneration of EUR 4,500 for this work. The member of the Board of Directors serving as secretary to the Board of Directors shall, in addition to this, be paid a monthly the Board of Directors of EUR 1,400 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 Committees of the Board of Directors shall receive a fee of EUR 330 per meeting.
11. Resolution on the number of members of the Board of Directors
– The Nomination Committee proposes to the General Meeting that seven members shall be elected to the Board of Directors.
12. Election of members of the Board of Directors
– The Nomination Committee proposes to the General Meeting that the following persons shall be elected as members of the Board of Directors: Nella Ginman-Tjeder, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Harri Suutari, Anu Vauhkonen, and Heikki Vauhkonen.
13. Resolution on the remuneration of the auditor – The Board of Directors proposes to the General Meeting that the fees of the auditor shall be paid according to approved invoices.
14. Election of auditor
– The Board of Directors proposes to the General Meeting that the firm of authorised public accountants KPMG Oy Ab will be elected as the auditor, with Ms Kirsi Jantunen, Authorised Public Accountant, acting as the chief auditor.
15. Authorising the Board of Directors to decide on the issuance of shares and the right to issue rights of option and other special rights which give entitlement to shares
– The Board of Directors proposes to the General Meeting that the General Meeting authorises 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 could be issued either against payment or free of charge 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 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.
In addition, the authorisation would include a right to issue cost-free shares to the company itself, provided that the number of shares issued to the company would 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)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 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 20% of the number of Series A shares on the date of this notice, i.e. 10,358,248 Series A shares in the aggregate, and no more than 20% of the number of Series K shares on the date of this notice, i.e. 1,616,000 Series K shares in the aggregate (i.e. no more than 20% of the number of shares on the date of this notice, i.e. 11,974,248 shares in the aggregate) may be issued (including shares issued on the basis of special rights) on the basis of this authorisation, 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 2015 but until 30 June 2015 at the latest.
16. Closing of the meeting
B. Documents of the general meeting
The above-mentioned proposals of the Board of Directors as well as this notice are available on Tulikivi Corporation’s website at www.tulikivi.com/yhtiokokoukset. 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 Corporate Governance Statement will be available on the above-mentioned website from 12 March 2014. The proposals and other documents referred to above are available also at the meeting, and copies of them and this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website as from 16 April 2014.
C. Instructions for the participants to the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 21 March 2014 in the shareholders’ register of the company held by Euroclear Finland Ltd. has the right to participate in the General Meeting. Shareholders whose shares are registered on their personal Finnish book-entry account are registered in the shareholders’ register of the company.
Shareholders wishing to participate in the General Meeting shall register for the meeting no later than 23 March 2014 by notifying the company of their participation. The registration shall be received by the company no later than on the above-mentioned date.
Shareholders can register for the General Meeting:
a) by email / kaisa.toivanen@tulikivi.fi;
b) by telephone at +358 207 636 251 or +358 207 636 322 (Mon to Fri from 8 a.m. to 4 p.m.
c) by telefax at +358 20 605 0701; or
d) by regular mail to Tulikivi Corporation / Annual General Meeting, FI-83900 Juuka, Finland
In connection with the registration, shareholders shall notify their name, personal identity code, address, telephone number, and the name of any assistant or proxy and his/her personal identity code.
Personal data given to Tulikivi Corporation is used only in connection with the General Meeting and with the processing of related registrations.
Shareholders and their representatives or proxies shall be able to prove their identity and/or right to represent the shareholder upon request.
2. Holders of nominee registered shares
Holders of nominee registered shares have the right to participate in the General Meeting by virtue of such shares based on which he/she on the record date of the General Meeting, i.e. on 21 March 2013, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. In addition, the right to participate in the General Meeting requires that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 10 a.m. 28 March 2014. As regards nominee registered shares, this constitutes due registration for the General Meeting.
Holders of nominee registered shares are 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 their custodian bank. The account management organisation of the custodian bank shall register the holder of nominee registered shares who wishes to participate in the General Meeting to be temporarily entered into the shareholders’ register of the company at the latest by the time stated above.
Further information is also available on the company’s website at www.tulikivi.com.
3. Proxy representative and powers of attorney
Shareholders may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives shall produce a dated proxy document or otherwise prove in a reliable manner their 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.
Any proxy documents should be delivered in originals to Tulikivi Corporation/ General Meeting, FI-83900 Juuka, Finland on or before the last date for registration.
4. Other instructions and information
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.
On 11 March 2014, i.e. the date of this notice to the Annual General Meeting, on, the total number of shares in Tulikivi Corporation is 59,871,243 of which the number of A-series shares is 51,791,243 and the number of K-series shares is 8,080,000. Of these shares, a total of 124,200 A-series shares are held by the company. A-series shares have 51,791,243 votes altogether and K-series shares have 80,800,000 votes. On the basis of the above, a maximum of 132,467,043 votes can be cast at the General Meeting.
In Juuka, on 11 March 2014
TULIKIVI CORPORATION BOARD OF DIRECTORS
Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful.
Finnish Financial Supervisory Authority has today 9 October 2013 approved prospectus of Tulikivi Corporation (“Company”) related to the directed public offering of the Company. The prospectus is available from 9 October 2013 from the headquarters of the Company, address Kuhnustantie 10, 83900 Juuka, Finland, during normal business hours, reception of NASDAQ OMX Helsinki Ltd. Service Desk, at address Fabianinkatu 14, 00130 Helsinki, Finland as well as in electronic format from Company´s homepage www.tulikivi.fi/osakeanti. The prospectus is also available from 9 October 2013 until listing of the new shares on or about 23 October 2013 from www.op.fi/merkinta.
The Prospectus contains some previously undisclosed information, which according to the Company may have a material impact on the value of the securities. Such information is the following:
– At the date of the prospectus (9 October 2013) the working capital of the Company is not sufficient to cover the Company’s capital needs during the following 12 months. Without additional financing the working capital of the Company is sufficient until January 2014, if none of the existing loans of the Company are renewed or the share issue described in the prospectus is not closed. – The Company fulfilled the financial covenants applicable to it on 30 June 2013. With respect to the financial covenants regarding the ratio between net debt and working capital of the Tulikivi group, the Company has earlier this year agreed with its creditors to postpone the review of these covenants from end of second quarter (30 June 2013) to end of fourth quarter (31 December 2013). The management of the Company estimates that the Company does not fulfill financial covenant regarding the ratio between interest bearing debt and working capital of the Tulikivi group as of 31 December 2013. In addition the Company may accrue additional one-off costs related to the performance improvement programme of the Company in fall 2013. If these costs realize, the management of the Company estimates that the Company does not fulfill the financial covenant regarding the ratio between net debt and working capital of the Tulikivi group as of 31 December 2013. Thus the Company has negotiated with its creditors a waiver from the financial covenants regarding the ratio between interest bearing debt and working capital of the Tulikivi group as of 31 December 2013, and the ratio between net debt and working capital of the Tulikivi group as of 31 December 2013 and 30 June 2014, according to which one-off costs of maximum of 3 million euros are not included when assessing the covenants.
The investors are instructed to acquaint themselves with the entire prospectus, including the description of the risk factors.
In Juuka, October 9, 2013
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 (0) 207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937
Distribution
NASDAQ OMX Helsinki Key media
DISCLAIMER The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State.
As a result, the securities may only be offered in Relevant Member States (a) to legal entity which is a qualified investor as defined in article 2(1)(e) of the Prospectus Directive; or (b) in the United Kingdom to qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the “Order”), or (ii) persons falling within article 49(2) (“high net worth companies, unincorporated associations, etc”) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Tulikivi Corporation’s 2009 Annual Report, including the financial statements and Board of Directors´ report, Auditor´s report and Corporate Governance statement has been published in pdf format in Finnish and English. It is available on the company’s Internet site at www.tulikivi.com > Investors > Stock Exchange Releases > Annual Summary 2009.
TULIKIVI CORPORATION
Heikki Vauhkonen Managing Director
NASDAQ OMX Helsinki Central media www.tulikivi.com
In the Helsinki Stock Exchange
Trade date 6.3.2009 Bourse trade BUY Share TULAV Amount 1.000 shares Total cost 710,00 EUR Average price/ share 0,7100 EUR Highest price/ share 0,71 EUR Lowest price/ share 0,71 EUR
Tulikivi Corporation now holds a total of 111.470 shares including the shares repurchased on 6.3.2009.
On behalf of Tulikivi Corporation
Nordea Bank Finland Plc
Petri Simberg Julius Summanen
Trade date 11.11.2008 Bourse trade BUY Share TULAV Amount 700 shares Total cost 650,00 EUR Average price/ share 0,9286 EUR Highest price/ share 0,98 EUR Lowest price/ share 0,92 EUR
Tulikivi Corporation now holds a total of 46.300 shares including the shares repurchased on 11.11.2008.
Petri Simberg Jarkko Järvinen
On February 26, 2007, Tulikivi Corporation begins codetermination negotiations in order to complete the integration of subsidiary Kermansavi Oy. The planned personnel reductions will also enhance efficiency in Kermansavi’s utility ceramics business and balance out seasonal fluctuations in demand for Tulikivi’s soapstone fireplaces.
The codetermination negotiations will affect all staff at Kermansavi Oy. Negotiations will also be conducted with Tulikivi Corporation personnel at the soapstone production facilities in Juuka, Suomussalmi and Kuhmo, and with personnel in Tulikivi’s fireplace sales organisation. Now that Kermansavi Oy’s operations have been integrated, the reductions aim to remove any overlaps arising from its acquisition.
Codetermination negotiations will be conducted separately at both Tulikivi Corporation and Kermansavi Oy. Personnel cuts and layoffs of fewer than ten people will be negotiated at Kermansavi Oy. In spite of the downscaling, new product collections will be brought to market.
Negotiations for redundancies of less than ten people will be carried out in Tulikivi Corporation’s sales organisation. Preparations are also being made for downsizing measures in soapstone production, which will mainly be targeted at night and weekend shifts.
A listed family company, Tulikivi Corporation and its subsidiaries form the Tulikivi Group, the world’s largest manufacturer of heat- retaining fireplaces. The Group is known for its Tulikivi soapstone fireplaces and natural stone products as well as its Kermansavi ceramic fireplaces and utility ceramics. The Group’s revenue amounts to approximately EUR 80 million, about half of which is accounted for by exports. The Group owns seven production plants and employs over 700 people. www.tulikivi.com
Juha Sivonen Managing Director
Distribution: Helsinki Stock Exchange Central media
For additional information, contact: Tulikivi Corporation’s Managing Director Juha Sivonen, tel. +358 207 636
According to the proposition made by the board, the extraordinary general meeting of Tulikivi Corporation held on 4 December 2003 decided to distribute extra dividend for the year 2002 to the amount of EUR 1.30 per current A share and EUR 1.25 per current K share. The extraordinary general meeting accepted the board’s proposition to increase the number of shares to five-fold. The nominal value of both share series will be changed from EUR 3.40 to EUR 0.68 so that one old share will be split into five new shares. The general meeting also accepted the changes in company by-laws and the change in the authorisation given by the general meeting to acquire and relinquish company’s own shares as proposed by the board.
The general meeting accepted the board’s proposition to increase the number of shares to five-fold with the following terms and conditions:
1. The number of shares will be increased five-fold without increasing the capital stock. This will be done in proportion to shareholders’ ownership, so that one old share will be split into five new shares. At the moment, the capital stock of the company is EUR 6,192,341.80, which is divided into 477,000 K series shares and 1,344,277 A series shares. Currently, the nominal value of the shares is EUR 3.40. Due to the increased number of shares, each share with the nominal value of EUR 3.40 will be split into five (5) shares with the nominal value of EUR 0.68. After the split, the number of K shares will be 2,385,000 and the number of A shares 6,721,385.
2. The number of shares will be automatically updated in the book entry security account, and this requires no action on the part of the shareholders.
3. New shares are eligible for full dividend for the fiscal year beginning 1 January 2003 and other rights in the company related to the shares, when the increase in the number of shares has been registered in the Finnish trade register.
4. The Board will decide on other factors related to the split of shares and practical measures.
2(3) Change in company by-laws
The extraordinary general meeting accepted the changes in paragraphs 3 and 4 of the company by-laws as suggested by the board as follows:
3 § Minimum and maximum capital stock The minimum capital stock is EUR 2,550,000 and the maximum capital stock is EUR 10,200,000. These limits form the range for increasing and decreasing the capital stock without changing the company by-laws.
The shares are divided into K shares, which are called base shares, and A shares, which are called privilege shares. The number of K shares is no less than 2,385,000 shares and no more than 5,460,000 shares, and the number of A shares is no less than 2,447,500 shares and no more than 9,540,000 shares.
The K and A shares have the following differences:
1) Each K-share carries 10 votes in the general meeting while an A share only carries one vote.
2) The dividend to be paid for A shares from distributable earnings will be at least one per cent greater calculated on the nominal value of the share than for K shares.
The general meeting can decide that only K or A shares will be issued for subscription.
4 § Nominal value of shares The nominal value of one share is EUR 0.68.
Changes in the authorisation given by the general meeting held on 11 April 2003 to acquire and relinquish company’s own shares
The general meeting accepted the board’s proposition to change the authorisation given by the general meeting held on 11 April 2003 to acquire and relinquish company’s own shares so that the authorisation reflects the increased number of shares.
Dividend
The extraordinary general meeting accepted the board’s proposition to pay extra dividends for 2002. The dividend payable will be EUR
3(3) 1.30/share for current A shares and EUR 1.25/share for current K shares. Thus, the total amount of dividends will be EUR 2,343,810.10. The dividend will be paid to such a shareholder who on 9 December 2003, the record date of dividend payment is entered on the company´s register of the owners maintained by the Finnish Central Securities Depositary Ltd.(Suomen Arvopaperikeskus Oy). Dividends will be paid on 16 December 2003.
Juuka, 4 December 2003
TULIKIVI CORPORATION Board
For further information: Tulikivi Corporation, 83900 Juuka, tel. 013-681 111, www.tulikivi.com Chairman of the board Matti Virtaala
In compliance with chapter 2 section 10 of the Securities Market Act, Tulikivi Corporation hereby discloses the receipt of information concerning the following changes in ownership:
Ilmarinen Mutual Pension Insurance Company shareholdings in Tulikivi Corporation have exceeded one-twentieth due to the share purchase made on 14 August 2003.
The Ilmarinen Mutual Pension Insurance Company now holds shares in Tulikivi Corporation as follows:
No. of Proportion Proportion shares % of capital % of votes stock
A-shares 102,119 5.61 1.67
Juuka 18 August 2003
Distribution: The Helsinki Stock Exchange, Central Media
Further information: Tulikivi Corporation, 83900 Juuka, tel: +358 (0)13-681 111, www.tulikivi.com, Managing Director: Juha Sivonen