Shareholders of Tulikivi Corporation are invited to the Annual General Meeting to be held on 20 April 2004 at 10 a.m. at the Kivikylä Auditorium in Nunnanlahti, Juuka.
The following matters will be on the agenda of the meeting:
1)Issues pertaining to the Annual General Meeting according to Article 10 of the Articles of Association.
2)Proposal of the Board of Directors to authorise the Board of Directors to decide on the acquisition of the company’s own shares The Board of Directors is authorised to to decide on the acquisition of the company´s own shares with the following terms:
a)The company’s own shares are acquired to solidify the company’s capital structure and to be used as compensation in business and company acquisitions and other structural arrangements. The manner and scope of these transactions is at the discretion of the Board of Directors. The Board of Directors can also initiate the invalidation of shares by decreasing the capital stock.
b)No more than a total of 336,069 Series A shares of the company shall be acquired and no more than a total of 119,250 Series K shares of the company shall be acquired.
c)The shares shall be acquired as follows:
The company’s A shares may be acquired in another proportion than the shareholders´ proportional shareholdings and are to be acquired through public trading at the Helsinki Stock Exchange as decided upon by the Board of Directors. The price of the shares is determined at time of purchase by the rules and regulations of the Helsinki Stock Exchange.
The company’s K shares are to be acquired in proportion to the values of shareholder ownership by making a purchase offer to K shareholders. The value of the offer is determined by calculating the weighted average value of the A shares for a period of two weeks of public trading on the Helsinki Stock Exchange prior to the signing of the purchase offer. In the event that the number of K shares stated in the decision reached by the shareholder’s meeting cannot be acquired in this manner,
the Board may acquire the remainder of the shares from those owners of K shares who are willing to sell more than their relative proportion of the number of shares to be acquired. In the event that the number of shares offered exceeds the number of shares to be acquired, the Board will consider the ownership of the vendors and number of shares offered and decide how the acquisition is to be divided among those offering their shares for sale.
d)The acquisition of shares is to be carried out using distributable earnings. The acquisition therefore reduces the total distributable unrestricted shareholders’ equity.
e)The authorisation for share acquisition is valid until the Annual General Meeting in 2005, however for not more than one full year after the decision reached by the Annual General Meeting.
f)Other matters pertaining to the acquisition of shares are at the discretion of the Board of Directors.
3)Proposal of the Board of Directors to authorise the Board of Directors to decide on the relinquishing of the company’s own shares The Board of Directors is authorised to decide on the relinquishing of the company’s own shares on the following terms:
a)The authorised total number of shares is not to exceed 336,069 A shares and 119,250 K shares acquired for the company.
b)The Board of Directors is authorised to decide to whom and in what order the shares will be relinquished. The Board of Directors has total discretion over the relinquishing and disposal of the shares in any other proportion than that of the shareholders´ pre-emptive rights to the company shares.
c)The shares are to be relinquished as compensation in business and company acquisitions or used in other structural arrangements over which the Board of Directors has complete discretion. In addition, the Board of Directors suggests that the Annual General Meeting authorise the Board of Directors to make decisions on the sale of company’s own A shares through public trading on the Helsinki Stock Exchange to secure funds for future company acquisitions or investments.
d)The Board of Directors shall determine the transfer price of the shares and the principles used to establish that transfer price.
Shares may be transferred in exchange for non-monetary remuneration.
e)The authorisation for relinquishing shares is valid until the Annual General Meeting in 2005, however for not more than one full year beginning from the decision reached by the Annual General Meeting.
f)Other matters pertaining to relinquishing shares are at the discretion of the company´s Board of Directors.
4) Proposal on payment of dividends The Board of Directors proposes to the Annual General Meeting that a dividend be paid of EUR 0.51 per share for A shares and EUR 0.50 per share for K shares. The dividend decided upon by the Annual General Meeting is to be paid to shareholders registered by the date of record in the shareholder registry kept by Finnish Central Securities Depository Ltd. The Board of Directors has agreed that the date of record for payment of the dividend shall be 23 April 2004. The Board of Directors proposes to the Annual General Meeting that the dividend be paid after the record date on 30 April 2004.
5) Proposal on composition of the Board of Directors and auditor Shareholders representing over 10% of the votes in the company propose to the Annual General Meeting that the following persons be elected as members of the Board of Directors: Bishop Ambrosius, Juhani Erma, Eero Makkonen, Aimo Paukkonen, Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala. The Board of Directors proposes to the Annual General Meeting that Authorised Public Accountants PricewaterhouseCoopers Oy, auditor Hannele Selesvuo, APA, as the main responsible auditor be chosen as the company’s auditor.
Documents (and appendices to these documents) pertaining to final accounts for 2003 as well as the Board of Directors’ proposals for authorising the Board of Directors to acquire and relinquish the company’s own shares are available for inspection by shareholders at the company headquarters at Kuhnustantie 10, 83900 Juuka, as from 12 March 2004. Copies will be mailed to shareholders on request. The Annual Report will be mailed to shareholders the week of 15 March. The right to participate in the general shareholders’ meeting is given to shareholders who are registered in the Shareholder register kept by Finnish Central Securities Depository Ltd (Suomen Arvopaperikeskus Oy) on 12 April 2004.
A shareholder wishing to participate in the Annual General Meeting is obligated to notify the company by 4 p.m. on 13 April 2004. The notification must be made either by phone to Ms Maija-Liisa Koivunen or Ms Kaisa Toivanen, tel. +358 (0)13 681 111, by e-mail to kaisa.toivanen@tulikivi.fi, or by post to the address Tulikivi Corporation/Annual General Meeting, FIN-83900 Juuka, Finland. Any power of attorney notifications must be submitted together with the preliminary enrolment for the meeting.
Board of Directors Juuka, 10 March 2004
Tulikivi Corporation
ADDITIONAL INFORMATION: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. 358-13-681 111, www. tulikivi.com – Chairman of the Board of Directors Matti Virtaala – Managing Director Juha Sivonen
DISTRIBUTION: Helsinki Stock Exchange and Central Media
The board of directors of Tulikivi Corporation has made a decision to invite the annual general meeting on 20th, April 2004 at10 a.m. in Juuka.The general meeting will handle the issues pertaining to the annual general meeting. Additionally, the board of directors will propose to the general meeting that the authorization to acquire and relinquish company´s own shares will be renewed so that no more than a total of 336,065 A-shares and no more than a total of 119,250 K-shares of the company shall be acquired/relinquished. The invitation to the annual general meeting will be published later.
The decision by the extraordinary general meeting of Tulikivi Corporation held on 4 December 2003 was to increase the number of shares to five-fold (split) without increasing the share capital. This will be done in proportion to shareholders’ ownership. 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. After the split, the number of K shares will be 2,385,000 and the number of A shares 6,721,385.
The change in the number of shares and related changes in paragraphs 3 and 4 of the company by-laws entered into the trade register today, the 12th of December 2003 and the new shares will be subject to public trading at Helsinki Stock Exchange beginning from 15 December 2003.
Juuka, 12 December 2003
TULIKIVI CORPORATION Board
Distribution: Helsinki Stock Exchange Central media
For further information: Tulikivi Corporation, 83900 Juuka, tel. 013-681 111, www.tulikivi.com Chairman of the board Matti Virtaala
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
According to plan, the change in the number of shares and related changes in paragraphs 3 and 4 of the company by-laws will be entered into the trade register on 12 December 2003 and the new shares will be subject to public trading at Helsinki Stock Exchange beginning from 15 December 2003.
The Board of Tulikivi Corporation has decided to convene an extraordinary general meeting to be held on 4 December 2003 and to propose that extra dividend be paid for the year 2002. According to this proposition, the amount of extra dividend will be EUR 1.30 for current A shares and EUR 1.25 for current K shares, i.e. in total the dividends payable will be EUR 2,343,810.10.
Furthermore, the agenda for the extraordinary general meeting includes the Board’s prior proposition to increase the number of shares. According to the proposition, the nominal value of both share series would be changed from EUR 3.40 to EUR 0.68, so that one old share would be split into five new shares.
The invitation to the extraordinary general meeting will be as follows:
The shareholders of Tulikivi Corporation are invited to attend an extraordinary general meeting to be held in Juuka, Nunnanlahti, Stone Village auditorium on Thursday, 4 December 2003 beginning at 12.00. The agenda for the meeting:
1) The proposal of the Board to the general meeting to split the share in five new shares without increasing the capital stock. This would be done in proportion to shareholders’ ownership. The Board proposes that the number of shares be increased with the following terms applying:
1. The number of shares will be split in five new shares without increasing the capital stock. This would be done in proportion to shareholders’ ownership. 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 divided 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(4) 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.
The split number of shares will make the share more liquid in the market and promote the functionality of the share market. The split number of shares has no effect on the ownership of the company, rights of the shareholders or relations between share series.
2) The Board’s proposition on changing paragraphs 3 and 4 in the company by-laws
Due to the decision to split shares, the Board will propose to the extraordinary general meeting that
paragraph 3 of the company by-laws now reads as follows
“Paragraph 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. The number of A shares is no less than 2,447,500 shares and no more than 9,540,000 shares.
1) Each K share carries 10 votes in the general meeting while an A share only carries one vote.
When the capital stock is increased, K shares carry a privilege to subscribe to new A and K shares. A shares carry the privilege to subscribe to new A shares only.
3(4)
The general meeting can decide that only K or A shares will be issued for subscription.”
Furthermore, paragraph 4 now reads as follows
” Paragraph 4 Nominal value of shares The nominal value of one share is EUR 0.68. ”
3) The valid authorisations granted by the annual general meeting held on 11 April 2003 to the Board to acquire and sell the company’s own shares will be revised to match the added number of shares.
4) Proposition on dividends The Board proposes to the extraordinary general meeting that the extra dividend for 2002 will be EUR 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 dividends decided on by the extraordinary general meeting will be paid to such a shareholder who is entered on the company´s register of the owners maintained by the Finnish Central Securities Depositary Ltd (Suomen Arvopaperikeskus Oy) on the record date of dividend payment. According to the decision of the Board, the record date of dividend payment will be 9 December 2003. The Board proposes to the extraordinary general meeting that the dividend be paid after the record date i.e. on 16 December 2003.
Shareholders who are entered on the company´s register of the owners maintained by the Finnish Central Securities Depositary Ltd (Suomen Arvopaperikeskus Oy) no later than 24 November 2003 have the right to participate in the extraordinary general meeting.
If a shareholder wants to participate in the extraordinary general meeting, he or she must notify the company of his/her intention no later than on 24 November 2003 at 4 PM. The notification must be done either by phone to Maija-Liisa Koivunen or Kaisa Toivanen, tel. +358 (0)13 681 111 or by email to kaisa.toivanen@tulikivi.fi or by mail to address Tulikivi Corporation/extraordinary general meeting, FIN-83900 Juuka, Finland. Any power-of-attorneys must be submitted in connection with registration to attend.
Juuka, 13 November 2003
For further information: Tulikivi Corporation, 83900 Juuka, tel. +358 (0)13 681 111, www.tulikivi.com Chairman of the Board Matti Virtaala
The board of Tulikivi Corporation has decided to propose to the extraordinary shareholders’ meeting to be held in December that the nominal value of both share types be changed from EUR 3.40 to EUR 0.68 per share, so that one old share would be split into five new shares. After the change, the total number of K shares would be 2.385.000, and the total number of A shares 6.721.385, total number of shares 9.106.385.
TULIKIVI CORPORATION
Board of directors
Distribution: The Helsinki Stock Exchange Central Media
Additional information: Tulikivi Corporation, 83900 Juuka, tel. +358-13-68 11 11, www.tulikivi.com – Chairman of the Board of Directors Matti Virtaala – Vice Chairman of the Board of Directors Reijo Vauhkonen – Managing Director Juha Sivonen
*Tulikivi Group’s profit before extraordinary items increased by 22% during the reported period and amounted to EUR 2.5 million (EUR 2.1 million). The Group’s net sales were EUR 38.3 million (EUR 38.1 million). *The cash flow from operating activities before investments was 2.9 (1.6) Me. *The sales contract pertaining to the acquisition of the entire share stock of Kivia Oy will be signed on 21 October 2003.
Net sales and result
During the reported period, the Tulikivi Group net sales amounted to EUR 38.3 million (EUR 38.1 million January-September 2002). The net sales of the fireplace business (previously heater business) were EUR 31.7 million (EUR 30.4 million). The net sales of the architectural stone business were EUR 6.6 million (EUR 7.7 million).
Domestic net sales amounted to EUR 20.8 million (EUR 19.4 million), or 54.4 (51.1) percent. Net sales for exports totaled EUR 17.5 million (EUR 18.7 million).
The Group’s profit before extraordinary items was EUR 2.5 million (EUR 2.1 million). In the past quarter, the result before extraordinary items of the fireplace business amounted to EUR 2.1 million (EUR 1.3 million), and during the reported period to EUR 3.3 million (EUR 1.9 million). The result before extraordinary items of the architectural stone business was EUR 0.8 million negative (EUR 0.2 million). Within the architectural stone business segment, a decision has been made to focus on the processing of natural stone, project deliveries and interior stone deliveries. Non-recurrent costs caused by restructuring in the past quarter amounted to EUR 0.5 million.
Earnings per share amounted to EUR 0.99 (EUR 0.85). The taxes included in the calculations are the taxes of the Group companies for the reported period.
Financing and investments
The Group’s financial position is good. The cash flow of business operations before investments amounted to EUR 2.9 million (EUR 1.6 million). The solvency ratio was 62.3 percent (55.3 percent at the end of September 2002). The current ratio was 2.4 (2.4). The shareholder’s equity per share amounted to EUR 14.18 (EUR 14.01). The Group’s fixed assets investments amounted to EUR 2.2 million (EUR 3.4 million). 2(6) A share rating development and exchange
During the reporting period, 172,723 Tulikivi Corporation A shares were exchanged on the Helsinki Stock Exchange, corresponding to a total amount of EUR 3.3 million. The highest rating for the share was EUR 22.30 and the lowest was EUR 17.49. At the end of the reporting period, the rating was EUR 20.20.
The Group’s own shares
The board of Tulikivi Corporation has been granted authorization by the general shareholders’ meeting to acquire a maximum of 67,213 company A shares and a maximum of 23,850 company K shares.
Events after the reporting period
Tulikivi Rakennuskivet Oy was merged with the parent company
Tulikivi Rakennuskivet Oy was merged into Tulikivi Corporation by an affiliate merger, which was carried out on 7 October 2003.
Kivia Oy to become part of Tulikivi Group
Tulikivi Corporation signed the letter of intent to carry out the acquisition of the entire issued capital of the soapstone fireplaces manufacturing company Kivia Oy on 10th September 2003. The final contract ofacquisition will be signed on 21st October 2003. The ownership will be transferred on 1 November 2003. The acquisition will broaden Tulikivi’s product range and distribution network. The stone reserves of Kivia will substantially increase the Group’s soapstone reserves. The Kivia acquistion will increase Tulikivi’s annual net sales by approx. EUR 3 million. The acquistion will have a positive effect on Tulikivi’s result per share.
Increasing the number of shares
Prospects for the near future
The demand for fireplaces continues to be good. The Group’s annual result is estimated to be higher than that of previous year.
3(6) CONSOLIDATED INCOME STATEMENT ME 01-09/ 01-09/ Change, 01-12/ 2003 2002 % 2002 Net sales 38.3 38.1 0.6 52.5 Change in inventories of finished products 0.1 1.1 0.4 Production for own use 0.3 0.6 0.7 Other operating income 0.4 0.4 0.6
Materials and external charges 11.0 11.5 15.3 Personnel expenses 14.9 14.6 19.5 Depreciation and value adjustments 3.0 3.2 4.3 Other operating expenses 7.7 8.8 11.9
Operating profit 2.5 2.1 21.4 3.2 % of net sales 6.5 5.4 6.1
Financial income 0.2 0.2 0.5 Financial expenses 0.2 0.2 0.4
Profit before extraordinary items 2.5 2.1 22.0 3.3 % of net sales 6.6 5.4 6.3
Income taxes 0.7 0.7 1.1
Profit for the period 1.8 1.4 28.9 2.2
CONSOLIDATED BALANCE SHEET ME 09/2003 09/2002 12/2002 Assets Fixed assets and other non- current investments Intangible assets 3.0 3.3 3.0 Goodwill 0.7 1.2 1.1 Tangible assets Land areas 1.1 1.0 1.0 Buildings 6.9 7.8 7.2 Machinery and equipment 8.5 9.1 8.7 Other tangible assets 0.1 0.1 0.1 Investments 0.1 0.1 0.1 Own shares 0.5 Fixed assets and other non-current Investments total 20.4 23.1 21.2 Current assets Inventories 6.3 7.1 6.3 Current receivables Trade receivables 9.1 8.0 6.1 Other current receivables 1.8 3.3 2.3 Cash in hand and at banks 4.8 5.6 7.2 Total current assets 22.0 24.0 21.9 Total assets 42.4 47.1 43.1
4(6) Liabilities and shareholders´equity Shareholders´equity Capital stock 6.2 6.2 6.2 Other shareholders´equity 19.6 19.4 19.8 Total shareholders´equity 25.8 25.6 26.0 Non-current liabilities Deferred tax libilities 0.9 1.1 0.9 Non-current interest bearing liabilities 6.4 10.4 6.5 Total non-current liabilities 7.3 11.5 7.4 Current liabilities Current interest bearing liabilities 0.5 0.4 1.8 Current non-interest bearing liabilities Account payables 1.8 2.1 1.0 Other current liabilities 7.0 7.5 6.9 Total current liabilities 9.3 10.0 9.7 Total liabilities and Shareholders´total 42.4 47.1 43.1
CASH FLOW STATEMENT 01-09/ 01-09/ 01-12/ ME 2003 2002 2002 Profit before extraordinary items 2.5 2.1 3.3 Depreciation and other Adjustments 2.9 3.1 4.1 Change in net working capital -1.3 -2.6 -0.8 Financial items and taxes -1.2 -1.0 -1.3 Cash flow from operating activities 2.9 1.6 5.3
Investments in fixed assets -2.2 -3.4 -4.3 Proceeds from sale of fixed assets and other changes in fixed assets 0.3 0.4 Net cash used in investing activities -2.2 -3.1 -3.9
Cash flow before financing activities 0.7 -1.6 1.4
Acquistion of own shares -0.1 -0.2 Long-term borrowing 7.8 7.8 Repayment of long-term loans -1.2 -3.0 -4.2 Dividens paid -1.9 -2.7 -2.7 Net cash flow from financing activities -3.1 2.0 0.7
Net increase (+)/decrease(-) in cash and cash aquivalents -2.4 0.4 2.1
5(6) Cash and cash equivalents at the beginning of the period 7.2 5.1 5.1 Cash and cash equivalents at the End of the period 4.8 5.5 7.2
KEY RATIOS DESCRIBING ECONOMIC DEVELOPMENT AND KEY INDICATORS PER SHARE
09/2003 09/2002 12/2002 Order stock (September 30), ME 6.3 6.6 3.9 Gross investments, ME 2.2 3.4 3.9 Gross investments,net sales/% 5.8 8.9 7.4 Average number of personnel 568 582 578
Earnings per share, Euro 0.99 0.85 1.35 Equity/share, Euro 14.18 14.01 14.25 Solvency ratio, % 62.3 55.3 61.5 Gearing, % 8.4 20.2 3.9 Current ratio 2.4 2.4 2.3 Average number of shares 1821277 1799345 1798671 Number of shares on Sept, 30 1821277 1789696 1821277
GIVEN GUARANTEES, CONTINGENT LIABILITIES AND OTHER COMMITMENTS ME 09/2003 09/2002 12/2002 Loans from credit institutions and other non-current liabilities for which mortgages have been given 4.7 7.5 5.3 Given mortgages 6.7 9.4 6.7 Other mortgages and pledges given on behalf of own liabilities 1.3 1.2 1.3
Environmental commitments Corporation has landscaping commitments. The amount of the commitments can not at the time being be reliably estimated.
Off-balance sheet financial instruments The significance of off-balance sheet financial instruments is minor.
Group quarterly development EUR million Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ 2003 2003 2003 2002 2002 2002 2002
Net sales 13,8 12,6 11,9 14,4 12,9 12,5 12,7 Operating income 1,6 0,6 0,3 1,1 1,3 0,1 0,7 Result before taxes 1,6 0,6 0,3 1,2 1,2 0,1 0,8
6(6) Quarterly development of businesses areas EUR million Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ 2003 2003 2003 2002 2002 2002 2002 Fireplace business Net sales 11,6 10,4 9,7 11,9 10,7 9,6 10,1 Result before extra- ordinary items 2,1 0,7 0,5 1,5 1,3 0,0 0,6
Architectural stone business Net sales 2,2 2,2 2,2 2,5 2,2 2,9 2,6 Result before extra- ordinary items -0,5 -0,1 -0,2 -0,3 -0,1 0,1 0,2
Largest shareholders on 30 September 2003 Name of shareholder Number of Portion of shares total vote Vauhkonen Reijo 327.531 26,4 % Vauhkonen Heikki 149.584 23,8 % Virtaala Matti 120.541 12,0 % Mutual Pension Insurance Company Ilmarinen 102.119 1,7 % Mutanen Susanna 89.875 7,3 % Vauhkonen Mikko 40.035 3,6 % Investments fund Phoebus 37.500 0,6 % Fondita Nordic Small Cap Placfond 34.200 0,6 % Nuutinen Kyösti 33.675 3,5 % Vauhkonen Eliisa 24.851 3,5 % Other shareholders 821.266 17,0 %
The interim report has not been audited.
The companies included in the Group are the parent company Tulikivi Corporation, Tulikivi U.S. Inc. and Tulikivi Rakennuskivet Oy and its subsidiary company AWL-Marmori. Group companies include also Tulikivi Vertriebs GmbH and The New Alberene Stone Company, Inc., which are dormant.
Tulikivi Corporation has purchased the entire capital stock of Kivia Oy, a manufacturer of soapstone fireplaces. The purchase agreement was signed on 21 October 2003. The ownership to the shares will be transferred on 1 November 2003. As a result of the transaction, Tulikivi is set to strengthen its position as the market leader within the heat-retaining fireplaces due to expansion in product range and distribution channel. Kivias soapstone reserves will increase significantly group´s soapstone reserves. Tulikivi intends to continue Kivia Oy’s business operations in Kuhmo.
Kivia Oy is the third largest soapstone processor in Finland. The company has some thirty employees. The company has been operating since 1998. Its net sales in 2002 amounted to EUR 2.6 million and the total assets/liabilities were EUR 2.6 million.
Additional information: – Tulikivi Group, FIN-83900 Juuka, Finland, tel. +358 (0)13 681 111, www.tulikivi.com – Chairman of the Board Matti Virtaala – Managing Director Juha Sivonen
Distribution: – The Helsinki Stock Exchange – Key media
Tulikivi Corporation will acquire the entire issued capital of soapstone manufacturing company Kivia Oy. As a result of the transaction, Tulikivi is set to strengthen its position as the market leader in the manufacture of heat-retaining fireplaces. The letter of intent to carry out the acquisition was signed on 10th September 2003. The final contract of acquisition will be signed by 31st October 2003.
Through the acquisition of Kivia Oy, Tulikivi Corporation will: · Increase its current product range · Extend its distribution chain to include specialty stores · Significantly increase its soapstone reserves
The acquisition of Kivia Oy will increase Tulikivi’s net sales by approximately EUR 3 million, and it will have a positive effect on Tulikivi’s earnings per share.
Kivia Oy is the third largest soapstone processor in Finland. The company has some thirty employees and ten shareholders. Its major shareholders are Managing Director Martti Palviainen, capital investment company Teknoventure Oy, the Finnish National Fund for Research and Development Sitra, Sampo Oyj, Mutual Insurance Company Pension-Fennia and Finnvera Plc. The company has been in business since 1998 and its net sales in 2002 amounted to EUR 2.8 million. Kivia Oy’s production facilities are located in Kuhmo, where the company processes the region’s soapstone resources. Tulikivi Corporation intends to continue Kivia Oy’s business operations in Kuhmo.
Product range and stone reserves set to expand
Although to date Tulikivi Corporation and Kivia Oy have both operated in the Finnish market for heat-retaining fireplaces, their products are not identical. The glazed tile-surfaced and lightweight heat-retaining soapstone fireplaces designed and manufactured by Kivia Oy will complement Tulikivi Corporation’s current product range. Kivia Oy has also created its own range of design fireplaces. Kivia has sold its fireplaces directly through its own distribution chain consisting of dozens of commercial outlets. This new and interesting specialty
2(2) distribution channel will expand Tulikivi’s current hardware store and studio distribution chain.
Even on Tulikivi Corporation’s scale, Kivia Oy has considerable soapstone reserves which, together with the company’s other stone resources, are sufficient to meet the Group’s strategic objectives for decades to come. The blue-toned soapstone found in Kuhmo is different from the soapstone types quarried at Tulikivi’s reserves in Nunnanlahti and Suomussalmi. This means that the stone material will also be a natural extension to Tulikivi Corporation’s stone range.
Tulikivi is one of Europe’s largest stone processing companies
Tulikivi Corporation and its subsidiaries form the Tulikivi Group, which is the world’s largest and most technologically advanced soapstone processing company, as well as the largest manufacturer of industrially produced heat-retaining fireplaces in the world. The Group is among the five largest stone processing companies in Europe. In 2002, the Group’s net sales amounted to MEUR 52.5. The Group has six production facilities, and its personnel consists of approximately 550 employees.
Distribution: – Helsinki Securities and Derivatives Exchange, Clearing House – Key media