Notice to Extraordinary General Meeting of Tulikivi Corporation
The shareholders of Tulikivi Corporation are invited to the Extraordinary General Meeting to be held on October 8, 2013 at 09.00 at Ekberg Extra, Bulevardi 9 A, II floor., Helsinki. The reception of persons who have registered for the meeting will commence at 08.30 p.m.
A. Matters on the agenda of the general meeting
The following matters will be dealt with by the Extraordinary General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize 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. Authorizing the Board of Directors to decide on the issuance of shares and the company’s own shares in possession of the company
The Board of Directors proposes to the Extraordinary General Meeting that the Extraordinary General Meeting would resolve to authorise 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 may be issued against payment or free of charge to all 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 there is a weighty financial reason from the company’s point of view for the deviation. A directed share issue may only be free of charge if there is a particularly weighty financial reason for it from the point of view of the company and all its shareholders.
In addition, the authorisation would include a right to issue cost-free shares to the company, provided that the number of shares issued to the company would not exceed one tenth (1/10) of all shares of 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, and subsection 1 of the Companies Act.
The Board of Directors is entitled to decide on other issues related to the share issuances.
No more than 26 000 000 A-series shares in the aggregate may be issued (including shares issued on the basis of special rights) on the basis of this authorisation, regardless of whether such shares are new or in the company’s possession.
The authorisation to issue shares is in force until the Annual General Meeting to be held in 2014 however, until 30 June 2014 at the latest. This authorisation does not void the authorisation given by Annual General Meeting of the company on April 16, 2013, which authorisation remains valid.
The share issue authorization is related to the execution of share issue planned by the company. Tulikivi will publish a separate stock exchange release concerning the share issue on September 17, 2013.
7. Termination of the Nomination Board and election of new member of the Board of Directors
The Annual General Meeting of the Company has on April 12, 2012 made resolution to establish a nomination board. The duties of the nomination board include the preparation of proposals for the election of directors to be presented to the general meeting, the preparation of matters relating to the compensation of directors and succession planning with respect to the directors. The current members of the nomination board are Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala.
The Board of Directors proposes to the Extraordinary General Meeting that the nomination board is terminated and in the future its duties are carried out by the a nomination committee of the Board of Directors, that took care of the said duties prior to April 12, 2012. The Board of Directors shall separately elect the members of the nomination committee among its members.
If the General Meeting approves the termination of the nomination board as described above, the Board of Directors additionally proposes that Anu Vauhkonen is elected as new member of the Board of Directors. The amount of members of the Board of Directors would therefore be 7 and the following existing members would continue in the Board of Directors: Nella Ginman-Tjeder, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Harri Suutari and Heikki Vauhkonen.
8. Closing of the meeting
B. Documents of the general meeting
The proposals of the Board of Directors and its Committees relating to the agenda of the General Meeting as well as this notice are available on Tulikivi Corporation’s website at www.tulikivi.com/investors/general meetings/general_meeting_2013. The proposals of the Board of Directors are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from October 22, 2013.
C. Instructions for the participants in the general meeting
1. The right to participate and registration Each shareholder, who is registered on September 26, 2013 in the shareholders’ register of the company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal, Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than September 28, 2013 giving a prior notice of participation, which shall be received by the company no later than on the above-mentioned date.
Such notice can be given:
a) by e-mail to the address kaisa.toivanen@tulikivi.fi
b) by phone + 358 207 636 251 or + 358 207 636 322 (from Monday to Friday at 8.00 a.m. – 4.00 p.m., Saturday 28th of September at 8.00 a.m. – 4.00 p.m. only +358 207 636 251);
c) by telefax, +358 206 050 701 or
d) by regular mail to Tulikivi Corporation/Extraordinary General Meeting, FI-83900 Juuka
In connection with the registration, a shareholder shall notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or a proxy and his/her personal identification number.
The personal data given to Tulikivi Corporation is used only in connection with the general meeting and with the processing of related registrations.
2. Holders of nominee registered shares A holder of nominee registered shares has 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 September 26, 2013, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, 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 October 3, 2013, at 10 am. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request in good time necessary instructions regarding the registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders’ register of the company at the latest by the time stated above.
Further information is also available on www.tulikivi.com/investors/general meetings/general_meeting_2013.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her 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.
Possible proxy documents should be delivered in originals to Tulikivi Corporation/ general meeting, FI-83900 Juuka on or before the last date for registration.
4. Other instructions and information Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this summons to the Extraordinary General Meeting, on September 17, 2013, the total number of shares in Tulikivi Corporation is [37 143 970] of which the number of A-series shares is [27 603 970] and the number of K-series shares is [9 540 000]. Of such shares, a total of [124 200] A-series shares are held by the company. A-series shares have [27 603 970] votes altogether and K-series shares have [95 400 000] votes. On the basis of the above, a maximum of [122 879 770] votes can be cast at the general meeting.
In Juuka September 17, 2013
TULIKIVI CORPORATION BOARD OF DIRECTORS
Tulikivi Corporation is to begin codetermination negotiations concerning its entire personnel, with the aim of implementing the company’s performance improvement programme.
Tulikivi plans to reduce its workforce, introduce layoffs and reorganise the company’s functions and the job descriptions of personnel. The savings measures under the performance improvement programme cover all the Group’s functions and locations.
The company estimates that it needs to reduce personnel by approximately 90 people. The codetermination negotiations will last at least six weeks.
TULIKIVI CORPORATION
Board of Directors
Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937
Not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful. Tulikivi Corporation (“Tulikivi” or “Company”) is preparing a directed share issue in a maximum amount of approximately EUR 7.5 million where new class A shares in the Company (the “Shares”) would be offered, in deviation from the shareholders’ pre-emptive right to subscription, to the public in Finland (the “Share Issue”). The Share Issue requires, among other things, the approval of an extraordinary shareholders’ meeting.
A number of Finnish institutional investors as well as certain other investors have undertaken to subscribe for Shares in the Share Issue in a maximum amount of approximately EUR 6.1 million. Subscription undertakings have been given by Mutual Insurance Company Pension Fennia, Mutual Pension Insurance Company Varma, Taaleritehdas Finland Value fund, Mutual Pension Insurance Company Ilmarinen, Finnish Cultural Foundation, Fennia Mutual Insurance Company, the non-UCITS fund Phoebus as well as a number of other investors, including members of the Company’s Board of Directors and management. Part of the subscription commitments contains customary conditions. The subscription commitment given by Fennia Mutual Insurance Company is conditional upon approval by its Board of Directors.
The Company intends to use the net proceeds of the Share Issue to strengthen its balance sheet.
The Board of Directors of Company will determine the terms and conditions of the Share Issue, including the number of offered Shares, the subscription price of the Shares and the subscription period, after the extraordinary shareholders’ meeting has authorized the Board of Directors to decide on the Share Issue. The planned Share Issue is intended to be completed by the end of October taking into account prevailing market conditions. The Company will prior to the subscription period publish a prospectus, as set out in the Finnish Securities Market Act. Pohjola Corporate Finance Ltd acts as lead manager of the Share Issue.
The invitation to the extraordinary general meeting has been published today as a separate stock exchange release. The proposal for an authorisation to issue new class A shares of the Company and other information concerning to extraordinary shareholders’ meeting are available on the Company’s web pages www.tulikivi.com/investors/general.
In Helsinki, on 17 September 2013
The Board of Directors
Additional information: Tulikivi Corporation, 83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 (0) 207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937
Distribution
NASDAQ OMX Helsinki
Key media The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong, South Africa, Singapore or Japan or any other jurisdiction in which the distribution or release would be unlawful. These written materials do not constitute an offer of securities for sale in the United States, nor may the securities be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of securities in the United States.
The issue, exercise and/or sale of securities in the offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Pohjola Corporate Finance Oy assume no responsibility in the event there is a violation by any person of such restrictions.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published by the Company.
The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area other than Finland. With respect to each Member State of the European Economic Area other than Finland and which has implemented the Prospectus Directive (each, a “Relevant Member State”), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (a) to legal entity which is a qualified investor as defined in article 2(1)(e) of the Prospectus Directive; or (b) in the United Kingdom to qualified investors who are: (i) investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) order 2005 (the “Order”), or (ii) persons falling within article 49(2) (“high net worth companies, unincorporated associations, etc”) of the Order (all such persons together being referred to as “relevant persons”). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. For the purposes of this paragraph, the expression an “offer of securities to the public” means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to exercise, purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Tulikivi Corporation is reducing the number of members in its Management Group to four and reorganising the managers’ areas of responsibility.
Jouko Toivanen (b. 1967), D.Sc. (Tech), M.Sc. (Eng), was appointed the new Director of Finance and Administration on 26 August 2013. Jouko Toivanen has worked for Tulikivi since 1993 and has been a member of the Management Group since 1995. Toivanen will leave his current post as the Head of the Lining Stone and the Interior Stone Business when he assumes his new duties. Jouko Toivanen has previously been the Financial Director of Tulikivi, from 2001 until 2007. A new manager will be appointed later for the Lining Stone and the Interior Stone Businesses. Risto Vidgren, the current Financial Director, will not continue in the company’s service.
Anu Vauhkonen (b.1972), M.A., was appointed Director of Domestic Sales and Marketing. Anu Vauhkonen has worked for Tulikivi since 1998 and has been a member of the Management Group since 2001. Vauhkonen will leave her current post as the Director of Corporate Communications when she assumes her new duties. Vauhkonen will also be given the responsibility of domestic sales, marketing and communications, and product development. Juha Sivonen, the current Director of Domestic Fireplace Sales, will not continue in the company’s service.
Ismo Mäkeläinen (b. 1962), Master Builder, will continue as Director of Production and Purchasing and as a member of the Management Group. Ismo Mäkeläinen has been a member of the Management Group since 2009.
In a release published on 23 August 2013, Tulikivi announced that the company has appointed a new Managing Director. Heikki Vauhkonen (b. 1970), LL.M., B.Sc. (Econ. & Bus. Adm.), who was the full-time Chairman of the Board, has been appointed the new Managing Director.
After these changes are implemented, the Management Group will comprise Heikki Vauhkonen, Managing Director, Ismo Mäkeläinen, Director of Production and Purchasing, Anu Vauhkonen, Director of Domestic Sales and Marketing and Jouko Toivanen, Director of Finance and Administration. Martti Purtola, Head of the Sauna Business, and Michel Mercier, Export Director, who were also members of the Management Group, will continue to work for the company.
The above-mentioned changes will reduce annual management costs by approximately EUR 0.6 million. The changes will result in a non-recurring cost of approximately EUR 0.6 million during the third quarter.
The primary task of the new Management Group is to implement the company’s major performance improvement programme. The goal of the programme is to boost the annual operating result excluding non-recurring items by EUR 7 million by the end of 2015.
Additional information: Tulikivi Corporation, FIN-83900 Juuka, www.tulikivi.com – Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555 – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0)400 384 937
Heikki Vauhkonen (b. 1970), LL.M., B.Sc. (Econ. & Bus. Adm.), has been appointed Managing Director of Tulikivi Corporation, effective from 23 August 2013. He has worked for Tulikivi Corporation since 1997. Vauhkonen will leave his current post as full-time Chairman of Tulikivi’s Board of Directors when he assumes the duties of Managing Director. He will continue as a member of the Board. Jouni Pitko, the current Managing Director of Tulikivi Corporation, will not continue in the company’s service.
At its meeting held on 23 August 2013, the Board of Directors of Tulikivi Corporation elected Board member Harri Suutari as part-time Chairman of the Board. Suutari has served on the Board since April 2013.
This change is part of the generational change process at Tulikivi. On 21 August 2013, Tulikivi issued a flagging announcement regarding a share transaction whereby Heikki Vauhkonen acquired the voting shares held by Reijo Vauhkonen, Tulikivi’s founder. Heikki Vauhkonen’s holding corresponds to 18.40 per cent of Tulikivi Corporation’s stock and 48.06 per cent of the votes.
TULIKIVI CORPORATION Board of Directors
Additional information: Tulikivi Corporation, FIN-83900 Juuka, www.tulikivi.com – Harri Suutari, Chairman of the Board of Directors, tel. +358 (0) 400 384 937 – Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555
On 21 August 2013, Tulikivi Corporation (Business ID 0350080-1) received a flagging announcement pursuant to Chapter 9, section 5, of the Securities Markets Act, according to which Heikki Vauhkonen’s holding of Tulikivi Corporation shares had exceeded the threshold of 15 per cent of the stock and 30 per cent of the total voting rights in the company.
According to the announcement, Heikki Vauhkonen now holds 1,025,853 Series A shares and 5,809,500 Series K shares in Tulikivi Corporation. The amount of these shares corresponds to 18.40 per cent of Tulikivi Corporation’s stock and 48.06 per cent of the votes.
The thresholds mentioned above are the result of trades carried out on 21 August 2013.
Heikki Vauhkonen purchased the shares from Reijo Vauhkonen, the founder of Tulikivi Corporation, whose holding subsequently decreased to 1.06 per cent of the stock and 0.32 per cent of the votes. According to the announcement, Reijo Vauhkonen still owns 395,477 Tulikivi Corporation Series A shares.
The deal was part of the generational change process at Tulikivi. The Financial Supervisory Authority has granted the deal an exemption from the provisions of the Securities Markets Act regarding the obligation to launch a takeover bid.
TULIKIVI CORPORATION Board of Directors Heikki Vauhkonen, Chairman of the Board
Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com Additional information: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 207 636 000, www.tulikivi.com – Heikki Vauhkonen, Chairman of the Board, +358 207 636 555
The Financial Supervisory Authority has granted Heikki Vauhkonen an exemption from the provisions of the Securities Markets Act regarding the obligation to launch a takeover bid.
The exemption grants the right to deviate from the obligation concerning Tulikivi Corporation’s shares and its securities conferring entitlement to shares in so far as this concerns a generational change.
According to the Financial Supervisory Authority, generational change is a special reason, as referred to in the Securities Markets Act, serving as grounds for granting an exemption from the obligation to launch a takeover bid.
– The Tulikivi Group’s second-quarter net sales were EUR 10.6 million (EUR 13.2 million, Q2/2012), operating result EUR -0.8 (0.6) million and the result before taxes was EUR -1.0 (0.3) million. – The Group’s net sales for the January–June 2013 review period were EUR 19.8 million (EUR 23.9 million for Jan-Jun/2012), operating result EUR -2.5 (-0.8) million and the result before taxes was EUR -3.0 (-1.2) million. – Earnings per share amounted to EUR -0.06 (-0.02) for the review period, and EUR -0.02 (0.01) for the second quarter. – Net cash flow from operating activities in the review period was EUR -1.5 (-3.7) million. – Order books at the end of the period were at EUR 7.2 million (EUR 7.3 million on 30 June 2012). – Future outlook: The demand for Tulikivi products is dependent on consumer confidence. New products will allow us to increase our market share; however, the turnover is expected to be lower than in 2012. The company estimates that operating result in 2013 will be unprofitable.
Summary of the interim report 1-6/2013. The full interim report is attached to this release.
Key financial ratios
Comments by Jouni Pitko, Managing Director:
Due to the weak state of low-rise housing construction and renovation projects in the domestic market, net sales for the review period were lower than in 2012 in the Fireplaces and Interior Stone businesses in Finland. This is in part a result of tighter lending by the banks and deteriorating consumer confidence.
Europe’s persistent recession has led to lower export sales. Moreover uncertainty concerning changes to building regulations and the tax treatment of different modes of heating in certain countries has also reduced the demand for fireplaces. For these reasons sales have been weak since the start of the year. On the other hand, in its second largest export market, Russia, Tulikivi successfully increased its net sales in the Fireplaces business. There are also signs of sales picking up in Central Europe, especially Germany, in comparison with the situation at the start of the year.
The company’s order books have become stronger following the weak situation earlier in the year and now correspond to the situation a year ago. Working capital has developed more favourably during the review period compared to the same period a year earlier. To improve profitability, production capacity has been adjusted to the market situation.
Tulikivi Corporation’s adjustment measures undertaken in 2011 and 2012 as a consequence of the decline in sales have not had a sufficient impact, and so the company has started to plan a new performance improvement programme. The performance improvement programme is part of the company’s strategy to focus on its core business and competence in order to ensure profitable future growth.
Interim report
Operating environment
The reduced level of low-rise housing construction and renovation projects has weakened the demand for fireplaces in Finland, which is in part also a result of tighter lending by the banks and deteriorating consumer confidence.
Europe’s persistent recession has led to lower export sales. Moreover, uncertainty concerning changes to building regulations and the tax treatment of different modes of heating in certain countries has also had an impact on sales. For these reasons both sales and profit performance have been weak.
After a weak start to the year, the company’s order books returned to the level of a year earlier, amounting to EUR 7.2 million (EUR 7.3 million on 30 June 2012) at the end of the period.
Net sales and result
The Group’s net sales were EUR 19.8 million (EUR 23.9 million, Jan-Jun/2012). The net sales of the Fireplaces Business were EUR 17.8 (21.6) million and of the Interior Stone Business EUR 2.0 (2.3) million.
Net sales in Finland accounted for EUR 10.0 (12.2) million, or 50.5 (51.2) per cent, of total net sales. Exports amounted to EUR 9.8 (11.7) million in net sales. The principal export countries were France, Russia, Germany, Belgium and Sweden.
The consolidated operating result was EUR -2.5(-0.8) million. In the segment reporting, the corresponding operating result for the Fireplaces Business was EUR -2.4 (-0.7) million, and for the Interior Stone Business EUR -0.1 (-0.1) million.
The consolidated result before taxes was EUR -3.0 (-1.2) million, and the result for the reporting period was EUR -2.3 (-0.9) million. Earnings per share amounted to EUR -0.06 (-0.02).
The Group’s second-quarter net sales were EUR 10.6 million (EUR 13.2 million for 1 April–30 June 2012), the operating result was EUR -0.8 (0.6) million and profit before taxes was EUR -1.0 (0.3) million.
Financing and investments
Cash flow from operating activities before investments was EUR -1.5 (-3.7) million. Working capital increased by EUR 0.5 (4.5) million in the period and came to EUR 10.4 million (EUR 10.0 million on 30 June 2012). Interest-bearing debt was EUR 27.1 (26.8) million. Financial income was EUR 0.0 (0.1) million and financial expenses EUR 0.6 (0.5) million. The equity ratio was 30.2 gearing, was 143.6 (126.3) per cent. The current ratio was 1.5 (1.6). Equity per share was EUR 0.43 (0.48).
At the end of the reporting period, the Group’s cash and other liquid assets were EUR 4.3 (3.8) million. The total of undrawn credit facilities and unused credit limits amounted to EUR 0.0 (0.0) million.
The Group’s interest-bearing debt includes covenants which are tied to the Group’s equity. The covenant conditions were met at the close of the reporting period. In addition, the Group has a covenant concerning the relation of net debt to EBITDA, the review of which was transferred from the end of the second quarter to the end of the fourth quarter, in accordance with an agreement reached with the financiers.
The Group’s investments in production, quarrying and development were EUR 0.9 (1.5) million in the reporting period. Research and development expenditure was EUR 0.8 (0.8) million, i.e. 4.0 (3.3) per cent of net sales. EUR 0.2 (0.2) million of this was capitalised in the balance sheet.
In product development, the Group focused on improving the new modular hybrid fireplaces of the Hiisi product family to better meet the new needs of the export market. New fireplace and sauna heater products were also launched.
Personnel
The Group employed an average of 290 (370) people during the reporting period.
Salaries and bonuses during the period totalled EUR 6.4 (7.4) million. The 2012 comparison figure is reduced by the cancellation of a restructuring provision.
Near-term risks and uncertainties
A substantial decline in euro zone consumer confidence is the Group’s most significant risk. If access to consumer credit weakens, it will reduce new construction and renovation, which could have an impact on the demand for fireplaces.
Maintaining the Group’s current financial position will require improvements in profitability. On account of the weakening level of profitability, the company has begun to prepare a performance improvement programme for the years 2013-2015. The company is investigating options for reinforcing its financial position.
A more comprehensive explanation of the Tulikivi Group’s other risks can be found under note 38 (‘Major risks and their management’) in the Consolidated Financial Statements of the Annual Report for 2012.
In the EU, construction legislation is currently being revised. New country-specific energy efficiency provisions that meet the EU’s energy efficiency policies will come into force within 2013 and could influence the competition between different forms of heating and thus the demand for fireplaces in different markets.
Future outlook
The demand for Tulikivi products is dependent on consumer confidence. New products will allow us to increase our market share; however, the turnover is expected to be lower than in 2012. The company estimates that operating result in 2013 will be unprofitable.
Order books at the end of the reporting period amounted to EUR 7.2 million (EUR 7.3 million on 30 June 2012).
Additional information: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 207 636 000, www.tulikivi.com – Heikki Vauhkonen, Chairman of the Board, tel. +358 207 636 555 – Jouni Pitko, Managing Director, tel. +358 403 063 222
ATTACHEMENT: Interim Report 1-6/2013
Tulikivi Corporation is planning a performance improvement programme that will cover all of the company’s operations. Known as HEAT 2015, the programme’s goal is to improve profitability and place the company back on a growth track. The principal goal of the performance improvement programme is to boost the annual operating result by EUR 7 million, before non-recurring items, by the end of 2015.
Measures being planned include rationalising production, reducing costs and increasing sales by renewing the product range, and improving and expanding distribution in Russia and Germany, for example. Production rationalisation and cost reductions are expected to generate approximately half of the improvement in profitability.
The company will negotiate with stakeholders on the measures it is planning, and will make the measures public when the plans have been finalised.
The estimated non-recurring costs of the performance improvement programme are roughly EUR 3 to 4 million. In addition, the company may make new production investments worth EUR 1 to 2 million. Tulikivi Corporation will also investigate various opportunities to reinforce its financing structure.
The performance improvement programme is part of the company’s strategy to focus on its core business and competence in order to ensure profitable future growth.
Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com Additional information: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 207 636 000, www.tulikivi.com – Jouni Pitko, Managing Director, +358 403 063 222
Tulikivi Corporation lowers its outlook for operating result for the year 2013. The operating result in 2013 is expected to be unprofitable.
The company changes its outlook for operating result, while keeping its outlook for turnover unchanged.
The new turnover and operating result outlook for 2013
The previous turnover and operating result outlook for 2013
The demand for Tulikivi products is dependent on consumer confidence. New products will allow us to increase our market share; however, the turnover is expected to be lower than in 2012. The company estimates that the operating profit will be in the same level as in 2012.
Heikki Vauhkonen Chairman of the Board Distribution: NASDAQ OMX Helsinki Ltd Central Media www.tulikivi.com Additional information: Tulikivi Corporation, 83900 Juuka, tel. +358 403 063 100, www.tulikivi.com
– Chairman of the Board of Directors Heikki Vauhkonen, +358 207 636 555 – Managing Director Jouni Pitko, +358 403 063 222