On 22 August 2023, Tulikivi Corporation received a flagging announcement pursuant to chapter 9, section 5, of the Securities Markets Act from the Elo Mutual Pension Insurance Company, according to which the holding of the Elo Mutual Pension Insurance Company of shares in Tulikivi Corporation has fallen below the threshold of 5 per cent.
As a result of transactions made on 22 August 2023, the holding of Elo Mutual Pension Insurance Company decreased to 2,990,000 shares, i.e. 4.99 per cent of the shares of Tulikivi Corporation and 2.32 per cent of the voting rights conferred by the shares of Tulikivi Corporation. According to the previous flagging announcement on 21 October 2013, the holding of Elo Mutual Pension Insurance Company was 4,545,454 shares, i.e. 7.59 per cent of the shares of Tulikivi Corporation and 3.52 per cent of the voting rights conferred by the shares of Tulikivi Corporation.
Tulikivi Corporation
Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555
Distribution: NASDAQ OMX Helsinki, Key media www.tulikivi.com
– The Tulikivi Group’s net sales were EUR 13.3 million (Q2/2022: EUR 12.2 million) in the second quarter and EUR 26.4 million (H1/2022: EUR 20.6 million) in the review period. – The Tulikivi Group’s operating profit was EUR 2.3 (1.7) million in the second quarter and EUR 3.6 (2.0) million in the review period. – The Tulikivi Group’s profit before taxes was EUR 2.2 (1.4) million in the second quarter and EUR 3.3 (1.5) million in the review period. – The equity ratio at the end of the review period was 44.6 per cent (33.6). – Order books stood at EUR 13.9 (11.3) million at the end of the period. – The Suomussalmi talc project has progressed well. – Future outlook: Net sales are expected to increase in 2023, and the comparable operating profit is expected to improve on 2022.
Comments by Heikki Vauhkonen, Managing Director:
Net sales continued to grow in the second quarter, thanks to exports to Central Europe. The high heating energy prices in the heating season and the uncertainty related to the availability of energy and household security of supply increased consumers’ interest in fireplaces, which affected deliveries during the review period.
In the second quarter, the company’s order intake was EUR 11.3 (14.3) million, with demand boosted by the new and compact Jero fireplace collection. Domestic demand was lower than before, due to a challenging economic environment. Tulikivi’s order books remained at a good level and amounted to EUR 13.9 (11.3) million at the end of the review period.
Profitability improved, thanks to higher net sales, sales mix and successful productivity improvement measures. The company’s profitability is also supported by the fact that its operations are, to a substantial degree, based on the utilisation of its own soapstone reserves in Finland.
In Central Europe, sales and training activities were continued for the expansion of the distribution network of both Tulikivi and Kermansavi fireplaces. The focus of these measures was the new Jero collection. The products combine the technology of heat-retaining fireplaces with the compact size and modern design of a stove. The affordable and easy-to-install Jero collection was very well received at the international World of Fireplaces fair in Leipzig in April. In Central Europe, consumers prefer products in the stove-size range, and the collection will enable Tulikivi to reach new customer groups.
The feasibility study for the Suomussalmi talc project progressed positively during the first half of the year, with Metso Corporation’s enrichment and filtration tests and the preliminary design project of the enrichment plant. Based on a simulation of the production scale process, good quality enriched talc can be produced from talc ore from Haaponen with good yields. The enriched talc from the enrichment trials was used to produce jet-milled talc products. The enriched talc was milled to three different grain sizes, with average sizes ranging from about 2.5 microns to 5 microns. As expected, the whiteness of the milled product increased with fineness and the talc retained its platy quality. Platyness is a desirable property, especially for talc applications that are growing.
The studies required for the Environmental Impact Assessment report (EIA report) were completed during the summer. The EIA report will be submitted to the Kainuu ELY Centre, which is the contact authority, in the autumn of this year. The feasibility study is expected to be completed in its entirety by the end of 2023.
TULIKIVI CORPORATION
Board of Directors
Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com
Additional information: Heikki Vauhkonen, Managing Director, tel. +358 207 636 555
Tulikivi Corporation has received the following notification on 27 June 2023.
Person subject to the notification requirement
Name: Jouko Toivanen
Position: Chief Financial Officer
Issuer: Tulikivi Oyj
LEI: 743700GSL41H2DXZY963
Notification type: INITIAL NOTIFICATION
Reference number: 34076/4/4
____________________________________________
Transaction date: 2023-06-27
Venue: NASDAQ HELSINKI LTD (XHEL)
Instrument type: SHARE
ISIN: FI0009900583
Nature of the transaction: ACQUISITION
Transaction details
(1): Volume: 200 Unit price: 0.470 EUR
(2): Volume: 1365 Unit price: 0.479 EUR
(3): Volume: 133 Unit price: 0.480 EUR
(4): Volume: 1199 Unit price: 0.476 EUR
(5): Volume: 1 Unit price: 0.480 EUR
(6): Volume: 2102 Unit price: 0.484 EUR
(7): Volume: 1408 Unit price: 0.484 EUR
(8): Volume: 3531 Unit price: 0.484 EUR
(9): Volume: 61 Unit price: 0.484 EUR
(10): Volume: 1408 Unit price: 0.4835 EUR
(11): Volume: 4235 Unit price: 0.4835 EUR
(12): Volume: 1333 Unit price: 0.4840 EUR
(13): Volume: 1024 Unit price: 0.4875 EUR
(14): Volume: 616 Unit price: 0.488 EUR
(15): Volume: 1408 Unit price: 0.4888 EUR
(16): Volume: 2036 Unit price: 0.488 EUR
(17): Volume: 74 Unit price: 0.489 EUR
(18): Volume: 9866 Unit price: 0.489 EUR
Aggregated transactions
(18): Volume: 32000 Volume weighted average price: 0.4855 EUR
Further information: Heikki Vauhkonen, Managing Director, Tulikivi Corporation Tel. +358 (0)207 636 555, heikki.vauhkonen@tulikivi.fi
Distribution: Nasdaq Helsinki Key media www.tulikivi.com
In the winter of 2022-2023 and spring 2023, Tulikivi has progressed in the prefeasibility study of the Suomussalmi talc project, the aim of which is to refine the project’s financial profitability, environmental and both mining and process technical plans for industrial operations. The company’s goal is to draw up technical plans and apply for the permits required by the operation for a mine and concentrator producing carbon-neutral and traceable talc.
An integral part of the feasibility study was the beneficiation and filtration tests carried out by Metso and the preliminary design of the concentrator based on their results, which also includes consideration of the need for tailings filtration and water purification. The flow chart of the enrichment process has been confirmed and the equipment needed for it was preselected and initially dimensioned. Based on that, the consumption of energy and consumable materials can be estimated.
An integral part of the feasibility study was the enrichment and filtration tests carried out by Metso and the preliminary design of the concentrator based on their results, which also included consideration of the need for tailings filtration and water purification. In the preliminary designing, the flow diagram of the enrichment process was confirmed, and the necessary equipment was pre-selected and preliminary dimensioned. Based on that, the consumption of energy and consumable materials can be estimated. “Locked cycle” beneficiation tests simulated a production-scale process and based on them; it is possible to produce high-quality talc concentrate with good yield from Haaponen’s talc ore.
Jet-milled talc products were made from the talc concentrate obtained from enrichment tests. The concentrate was ground to three different grain size distribution, the mean grain sizes of which varied from approximately 2.5 micron to 5 micron. As expected, the brightness of the powdered product increased along with the fineness, and the talc retained its lamellar appearance.
Filtration of the tailings enables the dry stacking of the tailings and a more closed water circulation. The water treatment plant ensures the quality of the process and discharge water.
It was noteworthy that the buildings and infrastructure in the mining area can also be utilized in the planned talc production. Attention was paid to occupational safety and environmental aspects, and the work done creates good starting points for minimizing risks and impacts.
The investigations required by the environmental impact assessment report will be completed during the current summer, and the report is expected to be completed in the fall of 2023. The feasibility report of the project as a whole is expected to be completed by the end of 2023.
“The brightness of the jet-milled talc products and the lamellarity of the talc confirm the view that the Haaponen deposit can be used to produce qualitatively suitable and competitive products for the most important applications of talc,” says Nordic Talc CEO Erkki Kuronen. He continues that “in addition to the above, the compact talc ore reserves of over 22 million tons in the Haaponen deposit in the existing mining area, together with the positive results of the feasibility study, encourage to advance the project to move forward. However, it is premature to assess the implementation of the project or the financial effects.”
Further information: Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555 Erkki Kuronen, Managing Director Nordic Talc, tel. +358 50 599 3539
Distribution: Key media www.tulikivi.com
Interim report 1–3/2023: Strong export growth continued
– The Tulikivi Group’s first-quarter net sales were EUR 13.0 million (EUR 8.4 million, 1–3/2022). – The Tulikivi Group’s first-quarter operating profit was EUR 1.3 (0.3) million and the profit before taxes was EUR 1.1 (0.2) million. – The equity ratio at the end of the review period was 42.0 per cent (29.9). – Order books stood at EUR 16.1 (10.5) million at the end of the review period. – There were good results from the Suomussalmi talc enrichment tests. – Future outlook: Net sales are expected to increase in 2023, and the comparable operating profit is expected to improve on 2022.
Net sales growth was strong in the period under review, with growth primarily focused on Central European exports. The high heating energy prices in the autumn and the uncertainty related to the availability of energy and the security of supply of homes increased consumers’ interest in fireplaces, which affected deliveries during the review period.
In the first quarter, the company’s order intake was EUR 11.1 (12.2) million, and demand remained brisk in Central Europe and Scandinavia. Thanks to the strong intake, order books remained at a high level and amounted to EUR 16.1 (10.5) million at the end of the review period.
Despite the fact that the prices of purchased components continued to rise during the review period, profitability improved thanks to higher net sales, price increases and successful productivity measures. The company’s profitability is also supported by the fact that its operations are to a substantial degree based on the utilisation of its own soapstone reserves in Finland.
The strategic measures to expand the distribution network were continued in the first quarter. In Sweden, Tulikivi signed a distribution agreement with the Eldabutiken chain on the sale and marketing of the Karelia collection. The Eldabutiken chain has 50 stores. In Central Europe, sales and training activities were continued for the expansion of the distribution network of both Tulikivi and Kermansavi fireplaces.
In the early part of the year, product development focused on the new Jero collection. The products combine the technology of heat-retaining fireplaces with the compact size and modern design of a stove. The affordable and easy-to-install Jero collection was very well received at the international World of Fireplaces fair in Leipzig in April. In Central Europe, consumers prefer products in the stove-size range, and the collection will enable Tulikivi to reach new customer groups.
The enrichment tests that were started last year with Metso Corporation to verify the suitability of the talc for utilisation and to form the basis for the design of the enrichment plant, were completed in the Suomussalmi talc project. The enrichment tests confirm the view that the deposit can be used to produce talc products suitable for most applications, with a whiteness and talc content that matches or even exceeds the typical values of similar talc products on the market.
A EUR 1.6 million R&D loan was received from Business Finland for the project. The loan can be drawn down as the project progresses, between 2023 and 2025.
The technical design and environmental impact assessment (EIA) of the talc project proceeded during the quarter. The EIA report will be submitted to the Kainuu ELY Centre, which is the contact authority, in autumn this year.
Distriburion: Nasdaq Helsinki Key media www.tulikivi.com
Further information: Heikki Vauhkonen, Managing Director, tel. +358 207 636 555
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.
1. Dividend 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 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.
3. 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.
4. Auditor 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 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.
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.
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 CORPORATION Jyrki Tähtinen 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
Distribution: Nasdaq Helsinki Ltd. Major media www.tulikivi.com
In the new Jero collection, the technology and quality of a heat-retaining fireplace has been combined with the compact size and modern design of a stove.
Tulikivi has been modernizing its product line in recent years, and seeking to design fireplaces for new customer groups. As part of this development, Tulikivi is now launching the new Jero collection of fireplace products.
The Jero collection is particularly suitable for customers who have found traditional heat-retaining fireplaces too large and space-consuming. The new collection combines the compact size of stoves with the efficient heating and heat-retaining properties of Tulikivi’s traditional soapstone fireplaces.
The collection will be unveiled for the first time at the World of Fireplaces tradeshow in Leipzig from 17 to 19 April, 2023. The tradeshow will display the round Puro models and square Korpi models of the new Jero collection.
Significant markets in Europe for stove-sized fireplaces
Consumers in Central Europe often prefer compact, stove-sized fireplaces. With the new Jero collection, Tulikivi offers the best features of heat-retaining soapstone fireplaces in the compact size of a stove. Like traditional wood-burning soapstone fireplaces, the Jero collection emits pleasant radiant heat even several hours after the fire has been put out.
Another central goal in designing the Jero collection was to speed up the installation process of the fireplace. With their compact size and quick installation, the Jero fireplaces become suitable for new customer groups. They are also significantly more affordable than traditional large heat-retaining fireplaces.
New Northern design for a compact size range
Tulikivi’s design philosophy is based on the union of fire and stone, combined with modern Northern aesthetics. The product design emphasizes the natural essence of soapstone, new stone surface textures, and the experiential and visual aspects of real fire.
The new Jero collection brings the heat and visual experience of the original Tulikivi wood-burning soapstone fireplaces to a whole new size range of products. The new compact, highly functional, heat-retaining fireplaces, where the visual and experiential aspects of fire are optimized, serve broader customer groups than previous product lines.
Made in North Karelia
The Jero collection fireplaces are made of soapstone from Tulikivi’s own quarries, and combined with recycled ceramic mass from Kermansavi. All Tulikivi fireplaces are designed and manufactured in North Karelia. The new collection is named after Lake Jero, which is located near the famous Koli fell in North Karelia.
“It is truly great to be launching the Jero collection in these times. European consumers are looking for affordable heating solutions for next Winter. Thanks to the Jero collection, more people will have the opportunity to purchase an authentic Tulikivi fireplace. This new collection will offer Tulikivi the opportunity to increase sales in the large wood-burning stove markets of Central Europe,” says CEO Heikki Vauhkonen.
Links
https://tulikivi.materialbank.net/ui/shares/w15808406/644185/en/workspaces/15808406
Further information Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555
The Tulikivi Corporation annual report for 2022 includes the company’s financial statements for 2022 and the auditors’ report, the Board of Directors’ report, the corporate governance statement and the remuneration report. Tulikivi Corporation has published its financial statements in the XHTML format compliant with the European Single Electronic Format (ESEF) reporting requirements. In accordance with the ESEF requirements, the main statements in the consolidated financial statements and the notes have been tagged with XBRL. The auditor has submitted a certification report on the ESEF financial statements. The financial statements are appended to this bulletin in the XHTML format and the annual report as a PDF file. The files are also available on the company’s website at www.tulikivi.com.
Annual report 2022 pdf Annual report 2022 xhtml Corporate Governance Statement 2022 pdf
TULIKIVI CORPORATION Board of Directors Further information: Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555
Notice is given to the shareholders of Tulikivi Corporation to the Annual General Meeting to be held on 27 April 2023 starting at 14:00 p.m. at the premises of Borenius Attorneys Ltd, Eteläesplanadi 2, 00130 Helsinki. The reception of persons who have registered for the meeting will commence at 13:30 p.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 2022
– Review by the CEO
The annual report of the company, including annual accounts for the year 2022, consolidated financial statements, the report of the Board of Directors and the auditor’s report, will be published on 31 March 2023 and will be available from the publication date on the company’s website.
7. Adoption of the annual accounts, which also includes the adoption of consolidated financial statements
8. Resolution on the use of the profit shown on the balance sheet and deciding on the payment of dividends
The parent company does not have dividend eligible assets. The Board of Directors proposes to the General Meeting that dividends shall not be paid for the year 2022.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Handling of remuneration report for governing bodies
The remuneration report will be published on 31 March 2023 and will be available afterwards on the company’s website at www.tulikivi.com/en/.
The Board of Directors proposes that the remuneration report for governing bodies be approved. The decision is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General Meeting that 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.
12. Resolution on the number of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General Meeting that six members shall be elected to the Board of Directors.
13. Election of members of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the General Meeting that the following current members of the Board of Directors shall be re-elected: Jaakko Aspara, Niko Haavisto, Liudmila Niemi, Tarmo Tuominen, Jyrki Tähtinen and Heikki Vauhkonen.
All candidates have consented to being elected.
14. 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.
15. 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 Heli Tuuri, Authorised Public Accountant, acting as the auditor in charge.
16. Authorising the Board of Directors to decide on the issuance of shares and issuance of rights of option and other special rights entitling 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 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 would include a 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 (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 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.
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, regardless of whether such shares are new shares or the company’s own shares in the company’s possession.
17. 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 http://www.tulikivi.com/en/tulikivi/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 remuneration policy and the Corporate Governance Statement, shall be disclosed and will be available on the above-mentioned website as from 31 March 2023. Copies of the aforementioned documents and this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website 11 May 2023 at the latest.
C. Instructions for the participants to the General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on the record date of the General Meeting on 17 April 2023 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 17 April 2023 by 10:00 a.m. 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 / maj-lis.kallinen@tulikivi.fi;
b) by telephone at +358 207 636 321 (Mon to Fri from 8 a.m. to 4 p.m);
c) by regular mail to Tulikivi Corporation / General Meeting, Kuhnustantie 65, FI-83900 Juuka, Finland; or
d) at the company’s offices at Kuhnustantie 65, 83900 Juuka (Mon to Fri from 8 a.m. to 4 p.m).
In connection with the registration, shareholders shall notify requested information including their name, personal identity code or company ID and contact details, and the name of any assistant or proxy and his / her personal date of birth.
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. 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 the address: Tulikivi Corporation / General Meeting, Kuhnustantie 65, FI-83900 Juuka, Finland on or before the last date for registration.
3. Holders of a 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 17 April 2023, 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 24 April 2023 10:00 a.m.. As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.
Holders of nominee registered shares are advised to request in good time necessary instructions regarding the temporary 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.
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 the date of this notice to the Annual General Meeting, the total number of shares in Tulikivi Corporation is 59,871,243 of which the number of Series A shares is 52,188,743 and the number of Series K shares is 7,682,500. Of these shares, a total of 124,200 Series A shares are held by the company. Series A shares have 52,064,543 votes altogether and Series K shares have 76,825,000 votes. On the basis of the above, a maximum of 128,889,543 votes can be cast at the General Meeting.
In Helsinki, on 28 March 2023
BOARD OF DIRECTORS
Further information: Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555
Business Finland has granted Tulikivi Corporation a EUR 1.6 million R&D loan to finance the ‘Carbon Neutral Talc Mine and Process’ project. The project is part of an overall effort by Tulikivi and its wholly owned subsidiary Nordic Talc Oy to convert the Suomussalmi soapstone plant into a talc production facility and ensure the industrial exploitation of the talc deposits, either by the company itself or by a third party. The project will run until the end of 2025 and will be led by Erkki Kuronen, Managing Director of Nordic Talc Oy.
The goal of the ‘Carbon Neutral Talc Mine and Process’ project is to develop a quarrying and beneficiation process that will enable carbon neutral production. In addition, the project will investigate the variation in the product properties of the talc and develop energy-efficient fine grinding techniques for talc products suitable for various applications. Talc products are subjected to the verification and product testing required by users. As part of the project, opportunities for exploiting production by-products will also be explored.
The goal of the project is to develop a future talc production plant that will meet the requirements of the 2030s. Tulikivi aims to be a pioneer in supporting customers’ sustainability goals in the future by offering carbon neutral, traceable and high-quality talc products. The R&D loan will allow Tulikivi to boost its investment in the development effort to achieve these objectives and promote the project.
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