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
TULIKIVI CORPORATION
Juha Sivonen Managing Director
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
* The consolidated profit before extraordinary items and taxes was significantly better during the second quarter and was EUR 0.6 million (EUR 0.1 million in April-June 2002). * The cumulative result was at the same level as last year, i.e. EUR 0.9 million (EUR 0.9 million in January-June 2002). * Net sales during the reporting period amounted to EUR 24.5 (25.2) million. * The cash flow from operating activities before investments was EUR 1.4 (-0,4) million.
Net sales and profit
During the reporting period, Tulikivi Group net sales amounted to EUR 24.5 (25.2) million. The heater business net sales were EUR 20.1 (19.7) million and building stone business net sales EUR 4.4 (5.5) million.
The proportion of export of the net sales was EUR 11.1 (12.7) million, i.e. 45.2 (50.2) per cent. The domestic net sales were EUR 13.4 (12.5) million.
The profit before extraordinary items was EUR 0.9 (0.9) million. During the second quarter, the result improved by 0,5 million euros compared with the same period last year. The profit before extraordinary items for the heater business was EUR 1.2 (0.6) million. The result of the building stone business was EUR -0.3 (0.3) million.
Earnings per share amounted to EUR 0.35 (0.36). As income taxes have been reported taxes relating to the group companies´ profit for the reporting period.
Financing and investments
The Group’s financing position is good. Cash flow from operating activities before investments amounted to EUR 1.4 (-0.4) million. The solvency ratio was 60.1 (55.5 per cent at the end of June 2002). The current ratio was 2.2 (2.1). The shareholders´ equity per share amounted to EUR 13.55 (13.55).
The Group’s investments in fixed assets amounted to EUR 1.3 (2.5) million.
2(5)
Price development and trade volume of the A share
During the current reporting period a total of 60.269 Tulikivi Corporation A shares were traded at the Helsinki Stock Exchange, representing EUR 1.2 million.
The highest trading price of the share was EUR 22.30 and the lowest EUR 17.49. The closing rate of the reporting period was EUR 17.55.
Company’s own shares
The board of Tulikivi Corporation has been authorized by the annual shareholders meeting to purchase maximum of 67.213 A shares of the company and maximum of 23.850 K shares of the company.
Tulikivi Rakennuskivet Oy to be merged with the parent company
According to the merger plan between Tulikivi Corporation and Tulikivi Rakennuskivet Oy, Tulikivi Rakennuskivet Oy is to be merged into the parent company via an affiliate merger by the 1st of October, 2003. The aim with the merger is to generate more synergy benefits from heating business and building stone business, to improve customer service and to improve the profitability of the building stone business.
The implementation of IAS
Tulikivi Corporation has started the preparations for the implementation of IAS. Consolidated financial statements complying with IAS regulations will be published for the first time for the financial year starting January 1st 2005.
Future prospects
As the development of heater business is expected to continue positively, the turnover and the result for the whole year for the group will exceed the prior year’s level.
CONSOLIDATED INCOME STATEMENT ME 01-06/ 01-06/ Change, 01-12/ 2003 2002 % 2002
Net sales 24.5 25.2 -2.8 52.5 Change in inventories of finished products 0.5 1.3 0.4 Production for own use 0.1 0.5 0.7 Other operating income 0.2 0.1 0.6
3 (5)
Materials and external charges 7.4 7.7 15.3 Personnel expenses 9.8 10.3 19.5 Depreciation and value adjustments 1.9 2.1 4.3 Other operating expenses 5.3 6.2 11.9
Operating profit 0.9 0.8 12.5 3.2 % of net sales 3.7 3.2 6.1
Financial income and expenses +0.1 +0.1
Profit before extraordinary items 0.9 0.9 0.0 3.3 % of net sales 3.7 3.6 6.3
Income taxes 0.3 0.3 1.0
Profit for the period 0.6 0.6 0.0 2.3
CONSOLIDATED BALANCE SHEET ME 06/2003 06/2002 12/2002 Assets Non-current assets 20.6 23.2 21.2 Current assets Inventories 6.8 7.5 6.3 Other current assets 14.3 14.1 15.6
Liabilities and shareholders´equity Capital stock 6.2 6.2 6.2 Other shareholders´equity 18.5 18.5 19.8 Non-current liabilities 7.4 9.8 7.4 Current liabilities 9.6 10.3 9.7 Total assets/liabilities 41.7 44.8 43.1
CASH FLOW STATEMENT 01-06/ 01-06/ 01-12/ ME 2003 2002 2002
Profit before extraordinary items 0.9 0.9 3.3 Depreciation and other adjustments 1.9 1.9 4.1 Change in net working capital -0.5 -2.3 -0.8 Financial items and taxes -0.9 -0.9 -1.3 Cash flow from operating activities 1.4 -0.4 5.3
Investments in fixed assets -1.3 -2.6 -4.3 Proceeds from sale of fixed assets and other changes in fixed assets 0.3 0.4 Net cash used in investing activities -1.3 -2.3 -3.9
4 (5)
Cash flow before financing activities 0.1 -2.7 1.4
Acquisition of own shares -0.2 Long-term borrowing 5.9 7.8 Repayment of long-term loans -0.7 -2.0 -4.2 Dividends paid -1.9 -2.6 -2.7 Net cash flow from financing activities -2.6 1.3 0.7
Net increase (+)/decrease (-) in cash and cash equivalents -2.5 -1.4 2.1
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 4.7 3.7 7.2
KEY RATIOS DESCRIBING ECONOMIC DEVELOPMENT AND KEY INDICATORS PER SHARE
06/2003 06/2002 12/2002 Order stock (June 30), ME 7.2 6.5 3.9 Gross investments, ME 1.3 2.5 3.9 Gross investments/net sales, % 5.3 9.9 7.4 Average number of personnel 537 578 578
Earnings per share, Euro 0.35 0.36 1.35 Equity/share, Euro 13.55 13.55 14.25 Solvency ratio, % 60.1 55.5 61.5 Gearing, % 11.4 24.7 3.9 Current ratio 2.2 2.1 2.3 Average number of shares 1821277 1799724 1798671 Number of outstanding shares at the end of period 1821277 1799724 1821277
GIVEN GUARANTEES, CONTINGENT LIABILITIES AND OTHER COMMITMENTS ME 06/2003 06/2002 12/2002 Loans from credit institutions and other non-current liabilities for which mortgages have been given 5.1 7.5 5.3 Given mortgages 6.7 9.4 6.7 Other mortgages and pledges given on behalf of own liabilities 1.3 1.1 1.3
5 (5)
Environmental commitments On the basis of mining act and environmental legislation Tulikivi 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.
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.
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
1(1)
The Annual General Meeting of the Tulikivi Corporation decided on 4 April 2001 that it would, in accordance with chapter 3a section 3a of the Finnish Companies Act and on behalf of its shareholders, sell those Company shares held in the joint book entry account whose share certificates have not been exchanged for book entries.
The 2,125 Tulikivi A-shares and 1,000 Tulikivi K-shares maintained on the joint account were sold during April-May 2003 on behalf of the shareholders. The proceeds from this sale deducted by the costs of the giving of notification and the sale will be deposited with the office of the County Government of Eastern Finland for a period of ten years. During this period, the shareholders and other entitled parties have the right to withdraw an amount of the funds corresponding to the number of shares held, by presenting their share certificates and any necessary statements of title either to a Sampo Bank Ltd branch or to the office of the County Government of Eastern Finland.
Board of Directors
Additional information: Financing Director Arja Lehikoinen, tel. 013-681 1260 or mobile 0400 279 091
Net sales of Tulikivi Group during the reporting period amounted to EUR 11.9 million (EUR 12.7 million in January-March 2002). Profit before extraordinary items and taxes totaled EUR 0.3 (0.8) million. Earnings per share amounted to EUR 0.11 (0.34), and shareholders´equity per share to EUR 13.32 (13.60).
During the reporting period, Tulikivi Group net sales amounted to EUR 11.9 (12.7) million. The heater business net sales were EUR 9.7 (10.1) million and building stone business net sales amounted to EUR 2.2 (2.6) million. The proportion of export of the net sales was EUR 5.0 (7.1) million, i.e. 41.7 (55.8)per cent. The domestic net sales were EUR 6.9 (5.6) million.
The profit before extraordinary items was EUR 0.3 (0.8) million. The profit before extraordinary items for the Group’s heater business totaled EUR 0.5 (0.6) million. The result of the Group’s heater business improved in comparison with the previous year. The result of the Group´s heater business in 2002 included a gain on the sale of shares of EUR 0.2 million. The result of the Group’s architectural stone business totaled EUR 0.2 (0.2) million. Earnings per share amounted to EUR 0.11 (0.34). As income taxes have been reported taxes relating to the group companies´ profit for the reporting period.
The Group’s financing position is good. Cash flow from operating activities before investments amounted to EUR 0.6 (0.5) million. The solvency ratio was 55.6 (56.1 per cent at the end of March 2002). The current ratio was 1.9 (1.3). The shareholders´equity amounted to EUR 13.32 (13.60). The dividend to be distributed from the previous year has been deducted from the shareholders’ equity.
The Group’s investments in fixed assets amounted to EUR 0.4 (1.7) million. The investments consisted mainly of replacement investments.
2(5) Price development and trade volume of the A share
During the current reporting period a total of 31,816 Tulikivi Corporation A shares were traded at the Helsinki Stock Exchange, representing EUR 0.6 million. The highest trading price of the share was EUR 22.30 and the lowest EUR 17.49. The closing rate of the reporting period was EUR 18.90.
Decisions reached by the annual general meeting of Tulikivi Corporation
Dividend distribution and administrative bodies
The annual general meeting of Tulikivi Corporation was held on 11 April 2003. The annual general meeting decided to follow the Board of Directors’ proposal for paying dividend; EUR 1.05 per A share and EUR 1.00 per K share. The total amount of dividend payable is EUR 1.9 million.
The following members were elected to the Board of Directors of the parent company and operating subsidiaries: bishop Ambrosius, Juhani Erma, Eero Makkonen, Aimo Paukkonen, Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala. The Board of Directors selected Matti Virtaala as chairman and Reijo Vauhkonen as vice- chairman of the Board. PricewaterhouseCoopers Oy, authorized public accountants, was selected as the auditor.
Authorization to buy and relinquish own shares
The annual general meeting granted the Board of Directors the authorization to acquire the company’s own shares. Own shares are acquired for the development of the company’s capital structure and to be used as a means of payment in acquisitions and other structural arrangements. The manner and scope of these transactions is at the discretion of the Board of Directors. The annual general meeting granted the Board of Directors the authorization to relinquish the company´s own shares respectively. The shares can 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 is allowed to make decisions over the sale of company’s own A-shares through public trading at the Helsinki Stock Exchange to secure funds for future company acquisitions or investments. The Board of Directors can also propose the acquired shares to be void by decreasing the capital stock. No more than a total of 67,213 company A shares and no more than a total of 23,850 company K shares shall be acquired. The company A shares are acquired through public trading at the Helsinki Stock Exchange and the company K shares ordinarily in
3(5) proportion of the ownership of the shareholders by making a purchase offer to the K shareholders.
The net sales and the profit of the group are expected to increase for the whole financial year when compared to the prior year.
CONSOLIDATED INCOME STATEMENT ME 01-03/ 01-03/ Change, 01-12/ 2003 2002 % 2002
Net sales 11.9 12.7 -6.3 52.5 Change in inventories of finished products 0.1 0.9 0.4 Production for own use 0.2 0.7 Other operating income 0.1 0.1 0.6
Materials and external charges 3.6 3.9 15.3 Personnel expenses 4.6 5.3 19.5 Depreciation and value adjustments 0.9 1.0 4.3 Other operating expenses 2.7 3.0 11.9
Operating profit 0.3 0.7 -57.1 3.2 % of net sales 2.5 5.5 6.1
Financial income and expenses 0.1 0.1
Profit before extraordinary items 0.3 0.8 -62.5 3.3 % of net sales 2.5 6.5 6.3
Income taxes 0.1 0.2 1.0
Profit for the period 0.2 0.6 -66.7 2.3
CONSOLIDATED BALANCE SHEET ME 03/2003 03/2002 12/2002 Assets Non-current assets 20.6 23.4 21.2 Current assets Inventories 6.5 7.1 6.3 Other current assets 17.0 13.6 15.6
Liabilities and shareholders´equity Capital stock 6.2 6.2 6.2 Other shareholders´equity 18.1 18.6 19.8 Non-current liabilities 7.4 3.9 7.4 Current liabilities 12.4 15.4 9.7 Total assets/liabilities 44.1 44.1 43.1 4(5) CASH FLOW STATEMENT 01-03/ 01-03/ 01-12/ 2003 2002 2002 Profit before extraordinary items 0.3 0.8 3.3 Depreciation and other adjustments 0.9 0.9 4.1 Change in net working capital -0.3 -0.7 -0.8 Financial items and taxes -0.3 -0.5 -1.3 Cash flow from operating activities 0.6 0.5 5.3
Investments in fixed assets -0.4 -1.7 -4.3 Proceeds from sale of fixed assets and other changes in fixed assets 0.3 0.4 Net cash used in investing activities -0.4 -1.4 -3.9
Cash flow before financing activities 0.2 -1.0 1.4
Acquistion of own shares -0.2 Long-term borrowing 7.8 Repayment of long-term loans -0.2 -0.1 -4.2 Dividends paid -2.7 Net cash flow from financing activities -0.2 -0.1 0.7
Net increase (+)/decrease (-) in cash and cash equivalents 0 -1.0 2.1
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 7.2 4.0 7.2
KEY RATIOS DESCRIBING ECONOMIC DEVELOPMENT AND KEY INDICATORS PER SHARE 03/2003 03/2002 12/2002 Order stock (March 31), ME 6.9 7.2 3.9 Gross investments, ME 0.4 1.7 3.9 Gross investments/net sales, % 3.4 13.5 7.4 Average number of staff 518 619 578 Number of staff at the end of period 540 612 562
Earnings per share, Euro 0.11 0.34 1.35 Equity/share, Euro 13.32 13.60 14.25 Solvency ratio, % 55.6 56.1 61.5 Gearing, % 3.3 6.6 3.9 Current ratio 1.9 1.3 2.3 Average number of shares 1821277 1799724 1798671 Number of outstanding shares at the end of period 1821277 1799724 1821277 5(5)
GIVEN GUARANTEES, CONTINGENT LIABILITIES AND OTHER COMMITMENTS ME 03/2003 03/2002 12/2002 Loans from credit institutions and other non-current liabilities for which mortgages have been given 5.2 4.2 5.3 Given mortgages 6.7 6.5 6.7 Other mortgages and pledges given on behalf of own liabilities 1.3 0.9 1.3
1 (5)
The Annual General Meeting of Tulikivi Corporation was held on 11 April 2003. The meeting approved the financial statements of the company and the group for the fiscal year 2002 as presented by the Board of Directors and discharged the board members of the company and the Managing Director from liability.
Dividend The Annual General Meeting decided to follow the Board’s proposal for paying dividend: – EUR 1.05/A-share – EUR 1.00/K-share The record date for dividend payment will be 16 April 2003. Dividend will be paid out on 25 April 2003.
Remuneration for Board members In accordance with the decision reached by the Annual General Meeting, each Board member will receive 40 per cent of the annual remuneration in the form of Tulikivi Corporation A-shares. The Tulikivi shares in question will be acquired for the Board members through a stock purchase by 31 December 2003. Board members are not authorized to transfer these shares before the termination of their membership on the Board unless they have received the Board´s express permission to do so.
Board members and Chairman of the Board The number of board members was ratified as seven. The current Board was re-elected and consists of the following members: Bishop Ambrosius, Metropolitan of Helsinki; Mr. Juhani Erma, attorney at law, Licenciate of Laws; Mr. Eero Makkonen, Vice Chairman of the Board, Skanska Oy; Mr. Aimo Paukkonen, Managing Director, Olena Oy; Mr. Reijo Vauhkonen, Industrial Alderman, founder of the company; Mr. Heikki Vauhkonen, Marketing Director, Tulikivi Corporation; Mr. Matti Virtaala, Managing Director, Abloy Oy. The initial meeting of the Board was held immediately following the Annual General Meeting. Mr. Matti Virtaala was elected Chairman of the Board, and Mr. Reijo Vauhkonen was elected Vice Chairman.
Auditors Authorized accountancy firm PriceWaterhouseCoopers Oy were chosen as the auditor for Tulikivi Corporation.
Amendment to paragraph 2 of Tulikivi Corporation´s Articles of Association regarding the Company´s line of business According to the decision made the the Annual General Meeting paragraph 2 of the Articles of Association regarding the Company´s line of business is as follows: The Company´s line of business consists of the acquisition and administration of soapstone reserves and quarries, the design of products made of soapstone and other mining materials, the manufacture, installation, sale and marketing both in Finland and abroad of these natural resources and their by-products as well as of construction materials and construction equipment, especially construction materials made of natural stone, as well as the execution of construction projects. The Company may also carry out activities that are of service to the heating and energy production sectors, as well as engage in other business activities associated with these sectors. In order to carry out its activities, the Company may own and administer real estate, interests and shares.
Authorization to acquire the company’s own shares The Annual General Meeting granted the Board authorization to acquire the company´s own shares as suggested by the Board (APPENDIX 1).
Authorization to relinquish the company´s own shares The Annual General Meeting granted the Board authorization to relinquish the Company´s own shares as suggested by the Board (APPENDIX 2).
Tulikivi Corporation
Matti Virtaala Chairman of the Board
APPENDICES: – Authorization to acquire the company’s own shares (APPENDIX 1) – Authorization to relinquish the company’s own shares (APPENDIX 2)
ADDITIONAL INFORMATION: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 (0)13 681 111, www.tulikivi.com – Chairman of the Board Matti Virtaala – Vice Chairman of the Board Reijo Vauhkonen – Managing Director Juha Sivonen
DISTRIBUTION: Helsinki Stock Exchange and Central Media
3(5)
APPENDIX 1
The Board of Directors was authorized to acquire the company’s own shares on 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 can also initiate the invalidation of shares by decreasing the capital stock.
b)No more than a total of 67,213 company A-shares and no more than 23,850 company K-shares will be acquired.
c)The shares will be acquired as follows: The company’s A-shares are acquired in another proportion than the shareholders’ proportional shareholdings 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 acquired in proportion to the value of shareholder ownership by making an offer of purchase 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 at the Helsinki Stock Exchange prior to the signing of the offer of purchase. In the event that the number of K-shares stated in the decision reached by the Annual General Meeting cannot be acquired, the Board may acquire the remaining number of shares from those holders of K- shares who are willing to sell more than their proportionate part of the number of shares to be acquired. If the number of shares offered exceeds the number of shares to be acquired, the Board will take the sellers´ shareholding and the number of shares on offer into consideration before deciding how to divide the acquisition of shares between the sellers.
d)The acquisition of shares is carried out using distributable earnings. The acquisition, therefore, reduces the total distributable unrestricted shareholders´ equity.
4(5) e)The authorization for share acquisition is valid until the Annual General Meeting for 2004, how ever for no more than one full year after the decision was reached by the Annual General Meeting.
f)Other matters pertaining to the acquisition of shares are at the discretion of the company’s Board of Directors.
5(5) APPENDIX 2
The Board of Directors was authorized to relinquish the company’s own shares with the following terms:
a)The authorised total amount is not to exceed 67,213 A-shares and 23,850 K-shares acquired for the company.
b)The Board of Directors is authorized to decide to whom and in what order the shares will be relinquished. The Board of Directors has total discretion over the relinquishing and disposing the shares in another proportion than that of the shareholders´ pre-emptive rights to the company shares.
c)The shares are 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 is allowed to make decisions over the sale of company’s own A-shares through public trading at the Helsinki Stock Exchange to secure funds for future company acquisitions or investments.
d)The Board of Directors will 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 authorization for relinquishing shares is valid until the 2004 annual general meeting and for no longer 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.
Tulikivi Corporation’s annual report for 2002 was published today and will be mailed to shareholders. The annual report is also available on the company’s website at www.tulikivi.com.
Juha Sivonen President
Distribution: – Hex Group
Shareholders of Tulikivi Corporation are invited to the annual general meeting to be held on 11th April 2003 at 9 a.m. in 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 the Association.
2) Amendment to paragraph 2 of Tulikivi Corporation’s Articles of Association regarding the Company’s line of business.
The Board of Directors proposes that paragraph 2 of the Articles of Association regarding the Company’s line of business be amended in the following manner: The Company’s line of business consists of the acquisition and administration of soapstone reserves and quarries, the design of products made of soapstone and other mining materials, the manufacture, installation, sale and marketing both in Finland and abroad of these natural resources and their by-products as well as of construction materials and construction equipment, especially construction materials made of natural stone, as well as the execution of construction projects. The Company may also carry out activities that are of service to the heating and energy production sectors, as well as engage in other business activities associated with these sectors. In order to carry out its activities, the Company may own and administer real estate, interests and shares.
3) The Board of Directors´ proposal to give the Board of Directors authorization to acquire the company’s own shares
The Board of Directors is authorized to acquire 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 a 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.
2 (4)
b) No more than a total of 67,213 A-shares of the company shall be acquired and no more than a total of 23,850 K-shares of the company shall be acquired.
c) The shares shall be acquired as follows:
The company’s A-shares are acquired in another proportion than the shareholders´ proportional shareholdings 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 acquired in proportion of the values of shareholder ownerships by making an offer of purchase to K-shareholders. The value of the offer is determined by calculating the average value of the A-shares for a period of two weeks of public trading at the Helsinki Stock Exchange prior to the signing of the offer of purchase. 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 shares to be acquired, the Board will consider the ownership and number of shares of the vendors and decide how the acquisition is to be divided among those offering their shares for sale.
d) The acquisition of shares is carried out using distributable earnings. The acquisition, therefore, reduces the total distributable unrestricted shareholders’ equity.
e) The authorization for share acquisition is valid until the annual general meeting for 2004 and for no more than one full year since the decision reached by the annual general meeting.
f) Other matters pertaining to acquiring shares are at the discretion of the company´s Board of Directors.
4) The Board of Directors´ proposal of authorizing the Board of Directors to relinquish company’s own shares
The Board of Directors is authorized to relinquish the company’s own shares with the following terms:
a) The authorised total amount is not to exceed 67,213 A-shares and 23,850 K-shares acquired for the company.
3 (4)
b) The Board of Directors is authorized to decide to whom and in what order the shares will be relinquished. The Board of Directors has total discretion over the relinquishing and disposing the shares in another proportion than that of the shareholders´ pre-emptive rights to the company shares.
c) The shares are 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 authorizes the Board of Directors to make decisions over the sale of company’s own A-shares through public trading at the Helsinki Stock Exchange to secure funds for future company acquisitions or investments.
d) The Board of Directors will 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 authorization for relinquishing shares is valid until the 2004 annual general meeting and for no longer 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.
5) Dividend paying proposal
The Board of Directors proposes to the annual general meeting that dividend be paid 1.05 euro per share for A-shares and 1.00 euro per share for K-shares. The dividend decided upon by the annual general meeting is paid to shareholders registered by the record date with the shareholder registry of the Finnish Central Securities Depository Ltd. The Board of Directors has agreed that the record date for dividend payment shall be 16th April, 2003. The Board of Directors proposes to the annual general meeting that the dividend be paid after the record date on the 25th April, 2003.
Documents (and appendixes to these documents) pertaining to final accounts for 2002 as well as the Board of Directors’ proposals for authorizing the Board of Directors to acquire the company’s own shares and authorizing the Board of Directors to relinquish shares owned by the company are available for shareholders at the company headquarters in address Kylätie 5 A, 83900 Juuka, beginning from the 4th March, 2003. Copies will be mailed to shareholders on request. 4 (4)
The right to participate in the general shareholders’ meeting is given to such shareholders who have been registered in the shareholder list for the company held by the Finnish Central Securities Depositary Ltd (Suomen Arvopaperikeskus Oy) by the 1 April, 2003.
A shareholder wishing to participate in the annual general meeting is obligated to notify the company by 4 p.m. on 4th April,2003. The notification must be made either by phone to Ms Kaisa Toivanen, tel. +358 (0)13 – 681 111, or by e-mail: kaisa.toivanen@tulikivi.fi or by mail at the address Tulikivi Corporation/Annual general meeting, FIN-83900 Juuka, Finland. Possible power of attorney notifications must be submitted together with the preliminary enrolment for the meeting.
Juuka, the 28th of February in 2003 The Board of Directors
ADDITIONAL INFORMATION: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. 358-13-681 111, www. tulikivi.com – Chairman of the Board of Directors Reijo Vauhkonen – Managing Director Juha Sivonen
Tulikivi Corporation FINANCIAL STATEMENT STOCK EXCHANGE RELEASE FIN-83900 Juuka February 5 2003 at 8.30 a.m. 1(5)
In 2002, Tulikivi Group’s net sales amounted to EUR 52.5 million (EUR 58.7 million in 2001). The Group’s profit before extraordinary items was EUR 3.3 (6.5) million. The Board of Directors’ dividend distribution proposal to the Annual General Meeting is a dividend of EUR 1.05 per share for A-shares and EUR 1.00 per share for K-shares.
Net sales The Group’s net sales amounted to EUR 52.5 million (EUR 58.7 million in 2001). The decrease in net sales was mainly due to the decline in exports to Germany and the architectural stone business. The demand for heaters picked up during the last quarter of 2002, but on an annual level remained lower than during the previous financial year. The net sales of the Group’s heater business amounted to EUR 42.3 (46.9) million. Growth areas included France, the United States, Russia and Estonia. The net sales of Tulikivi’s fireplace lining stone business grew in comparison to the previous financial year. The net sales of the Group’s architectural stone business amounted to EUR 10.2 (11.8) million. Exports accounted for EUR 26.3 (31.9) million, or 50.1 (54.3) percent of the Group’s net sales. The most important export countries were Germany, Sweden and Denmark. Domestic net sales amounted to EUR 26.2 (26.8) million.
Financial result The Group’s profit before extraordinary items was EUR 3.3 (6.5) million. The profit of the Group’s heater business operations amounted to EUR 3.4 (6.3) million. The financial result of Tulikivi’s architectural stone business amounted to EUR -0.1 (0.2) million. Return on capital employed stood at 10.9 (22.6) percent. Earnings per share amounted to EUR 1.35 (2.56).
Cash flow and financing The Group’s financial position remained good. The cash flow from operating activities before investments was EUR 5.3 (6.5) million. Own capital investment ratio was 1.5 (1.0). The current ratio was 2.3 (1.6), while the solvency ratio was 61.5 (63.5) percent. The ratio between net debt and shareholders’ equity, or gearing, was 3.9 (2.5) percent. Shareholders´ equity per share amounted to EUR 14.25 (14.75).
2(5) Investments and development activities The Group’s gross investments amounted to EUR 3.9 (6.4) million. The focus of the development activities was on designing the new product range and the new light-weight fireplace models. The Group’s development expenses amounted to EUR 1,3(1.4) million. The most important investments consisted of investments in production machinery, stone supply research and opening of the quarries.
Repurchase and disposal of company´s own shares By virtue of the authorization given to the board of directors by the Annual General Meeting, Tulikivi Corporation acquired 10,028 company A-shares in 2002. The total value of the transactions amounted to EUR 0.2 million. Tulikivi Corporation disposed of the aforementioned shares as well as 21,553 A-shares acquired in 2000, in other words a total of 31,581 shares, as partial payment of the purchase price of the business acquisition made in 2000. The value of these shares at the time of the disposal was EUR 0.6 million. The combined nominal value of the shares amounted to EUR 0.1 million. Their relative share of the company’s share capital was 1.7 percent and their share of the combined voting rights of all the company´s shares was 0.5 percent. After the transaction, the company no longer holds its own shares.
Personnel During the reporting period, the Group employed an average of 578 (558) persons. At the close of the reporting period, the Group’s personnel numbered 562 (614) persons. Of these employees, 467 (507) worked in the heater business and 95 (107) in the architectural stone business.
Board of Directors, Managing Director and Auditors At the Annual General Meeting of the Tulikivi Corporation, held on 4 April 2002, Bishop Ambrosius, Mr. Juhani Erma, Mr. Eero Makkonen, Mr. Aimo Paukkonen, Mr. Heikki Vauhkonen, Mr. Reijo Vauhkonen and Mr. Matti Virtaala were elected to serve on the Board of Directors. The Board of Directors appointed Mr. Reijo Vauhkonen as its Chairman and Mr. Matti Virtaala as its Vice- Chairman. The Managing Director of Tulikivi Corporation is Mr. Juha Sivonen. The auditors are PricewaterhouseCoopers Oy, Authorized Public Accountants.
Quotation and trading of the A-share In 2002, a total of 262,560 Tulikivi Corporation´s A-shares were traded on the Helsinki Exchanges to a combined exchange value of EUR 5.4 million.
3(5) Dividend The Board of Directors will propose to the Annual General Meeting to be convened on 11 April 2003 that a dividend of EUR 1.05 per share for A-series shares and EUR 1.00 per share for K-series shares be paid. The proposed dividend represents an effective dividend yield of 5.3 percent for A-series shares.
Changes in the Group structure during 2003 The Tulikivi Group’s subsidiaries which are involved in the Group’s heater business operations, Mittakivi Oy, Kiantastone Oy and Tulipuu Oy, were merged with the parent company, Tulikivi Corporation, effective 2 January 2003. In its meeting held on 5 February 2003, the Board of Directors of Tulikivi Corporation decided that Tulikivi Rakennuskivet Oy, the subsidiary company involved in the architectural stone business, will be merged with the parent company Tulikivi Corporation. The objective of this merger is to gain synergy advantages from the heater business and architectural stone business, and to improve customer service.
Outlook for the future We expect the domestic demand within the heater business to grow. The demand situation within the European export markets is still uncertain. We expect the demand within the architectural stone business to remain stable.
CONSOLIDATED INCOME STATEMENT Me 1-12/02 1-12/01 Change, %
Net sales 52.5 58.7 -10.6 Operating profit 3.2 6.6 -51.5 % of net sales 6.1 11.2
Profit before extraordinary items 3.3 6.5 -49.2 % of net sales 6.3 11.1
Profit before taxes 3.3 6.5 -49.2 Profit for the year 2.3 4.6 -50.0
4(5) CONSOLIDATED BALANCE SHEET
Me 12/02 12/01 Assets Fixed assets and other non-current investments Intangible assets 4.1 4.7 Tangible assets 17.0 17.7 Investments Own shares – 0.3 Other investments 0.1 0.1 Current assets Inventories 6.3 5.7 Receivables 8.4 10.0 Cash in hand and at banks 7.2 5.2
Liabilities and shareholders´equity Shareholders´equity Capital stock 6.2 6.2 Other shareholders´ equity 19.8 20.7 Non-current liabilities 7.4 3.9 Current liabilities 9.7 12.9 Total assets/liabilities and Shareholders´equity 43.1 43.7
12/02 12/01 Order stock (31.12.), Me 3.9 6.4 Gross investments, Me 3.9 6.7 Investments/net sales, % 7.4 11.4 Average number of staff 578 558 Number of staff at the end of period 562 614 Earnings per share, euro 1.35 2.56 Equity per share, euro 14.25 14.75 Solvency ratio, % 61.5 63.5 Return on capital, % 10.9 22.6 Gearing, % 3.9 2.5 Current ratio 2.3 1.6 Average number of shares 1797017 1788414 Number of outstanding shares on December 31 1821277 1799724
5(5)
GIVEN GUARANTEES, CONTINGENT LIABILITIES AND OTHER COMMITMENTS Me 12/02 12/01 Loans from credit institutions and other non-current liabilities for which mortgages have been given 5.3 4.2 Given mortgages 6.1 6.6 Other mortgages and pledges 1.1 0.7 Mortgages and pledges given for third parties 0.1 The significance of off-balance sheet financial instruments is minor. Environmental commitments: On the basis of mining act and environmental legislation Tulikivi Corporation has landscaping commitments which will have to be fullfilled at the time of closing the quarry. As the amount of the commitments can not yet be reliably estimated they have not been accounted for in the financial statements.
The audit has not yet been performed.
The companies included in the Group are the parent company Tulikivi Corporation, Mittakivi Oy, Kiantastone Oy, Tulipuu Oy, Tulikivi U.S., Inc., Tulikivi Rakennuskivet Oy and its subsidiary AWL Marmori Oy. Group companies include also dormant companies Tulikivi Vertriebs GmbH and The New Alberene Stone Company, Inc.
Additional information: Tulikivi Oyj, FIN-83900 Juuka, tel. +358- 13-681 111,www.tulikivi.com – Chairman of the Board Reijo Vauhkonen – Managing Director Juha Sivonen