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
Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com
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
Tulikivi Corporation lowers its outlook for turnover and operating result for the year 2013, so that the turnover will be lower than in the year 2012. The operating result is expected to be in line with the year 2012.
In an uncertain market situation Tulikivi’s sales have not developed as estimated. Therefore, the company revises its outlook for the whole year’s turnover development. Despite the cost savings, a lower estimate on turnover leads to an outlook with lower operating result as well.
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 result will be in the same level as in 2012.
The demand for Tulikivi products is dependent on consumer confidence. New products will allow us to increase our market share; however, no significant growth is anticipated for turnover in 2013. Operating profit is expected to improve with improved operating efficiency.
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
Interim report, 1 January – 31 March 2013
– The Tulikivi Group’s net sales were EUR 9.2 million (EUR 10.7 million in Q1/2012). – The Group’s operating result was EUR -1.7 (-1.4) million. Earnings per share amounted to EUR -0.04 (-0.03). – Cash flow from operating activities before investments was EUR -2.5 (-3.5) million. – Order books were at EUR 6.0 million on 31 March 2013 (EUR 7.8 million on 31 March 2012). – Future outlook: The demand for Tulikivi products is dependent on consumer confidence. New products will allow us to increase our market share; however, no significant growth is anticipated for net sales in 2013. Operating profit is expected to improve with improved operating efficiency. Summary of the interim report 1-3/2013. The full interim report is attached to this release.
Net sales in the Fireplaces Business grew in Russia but in Central Europe they were somewhat lower than a year earlier. Due to weak domestic demand in the winter, net sales in the first quarter declined from the comparison period in the Fireplaces and the Interior Stone Businesses.
Order books improved on the situation at the beginning of the year. The fireplace sales campaign in Central Europe was held at a different time, and this resulted in a decline in order books on the previous year.
Measures to improve profitability were continued at the beginning of the year by reorganising sales operations in Finland and adjusting production capacity. Measures to cut costs will be continued and sales operations will further intensified. Production processes will be developed to improve efficiency. In exports, growth will be sought by renewing and expanding the distribution network. Tulikivi Corporation’s strategy will be simplified to better correspond to the changed markets in Finland and abroad. Changes to our strategy will be announced in the third quarter.
Interim Report
The Group’s net sales were EUR 9.2 million (Jan–March/2012: EUR 10.7 million). The net sales of the Fireplaces Business were EUR 8.3 (9.6) million and of the Natural Stone Business EUR 0.9 (1.1) million.
Net sales in Finland accounted for EUR 4.5 (5.6) million, i.e. 49.3 (52.3) per cent, of total net sales. Exports amounted to EUR 4.7 (5.1) million in net sales. The principal export countries were France, Belgium Germany, Russia and Sweden.
The consolidated operating result was EUR -1.7 (-1.4) million. The operating result for the review period was adversely affected by the restructuring provision of EUR 0.1 million recognised for adjustment measures. In the segment reporting, the operating result for the Fireplaces Business was EUR -1.6 (-1.2) million, and for the Interior Stone Business EUR -0.1 (-0.2) million.
The consolidated result before taxes was EUR -2.0 (-1.6) million, and the net result EUR -1.5 (-1.2) million. Earnings per share amounted to EUR -0.04 (-0.03).
Cash flow from operating activities before investments was EUR -2.5 (-3.5) million. Working capital increased by EUR 1.5 million in the period and came to EUR 11.4 million (31 March 2012: EUR 9.7 million). The growth in working capital was a result of an increase in inventories at the Suomussalmi plant and the concentration of trade receivables in Finland to customers, with longer payment terms. Interest-bearing debt was EUR 25.6 (26.4) million. Financial income was EUR 0.0 (0.0) million and financial expenses EUR 0.3 (0.2) million. The equity ratio was 32.0 (31.8) per cent. The ratio of interest-bearing net debt to equity, or gearing, was 142.2 (126.7) per cent. The current ratio was 1.6 (1.7). Equity per share was EUR 0.45 (0.47).
At the end of the reporting period, the Group’s cash and other liquid assets were EUR 2.0 (4.1) million. The total of undrawn credit facilities and unused credit limits amounted to EUR 0.5 (1.6) 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 second and fourth quarter, on the relation of net debt to EBITDA.
The Group’s investments in production, quarrying and development were EUR 0.6 (0.8) million. Research and development costs were EUR 0.4 (0.5) million, i.e. 4.4 (4.7) per cent of net sales. EUR 0.1 (0.2) million of this figure, after deduction of subsidies, was capitalised in the balance sheet. Product development focused on the efficient production and commercialisation of the new modular Aalto and Kide hybrid fireplaces which are members of the Hiisi product family.
Maintaining the Group’s current financial position will require improvements in profitability. Weaker profitability will force Tulikivi to reinforce its financial position or reorganise its financing. A more comprehensive explanation of the Tulikivi Group’s risks can be found under note 38: Major risks and their management, in the Consolidated Financial Statements in the Annual Report for 2012.
Events following the end of the period
Resolutions of the Annual General Meeting
Dividends
Tulikivi Corporation’s Annual General Meeting, held on 16 April 2013, resolved not to distribute a dividend on the 2012 financial year.
Decision-making bodies
The following persons were elected to the Board of Directors of the parent company and domestic business subsidiaries: Nella Ginman-Tjeder, Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Harri Suutari and Heikki Vauhkonen. The Board elected from among its members Heikki Vauhkonen as its full-time Chairman. KPMG Oy Ab, Authorized Public Accountants, was appointed as auditor.
Jouni Pitko was appointed Managing Director on 16 April 2013. In addition to the Managing Director, the Management Group includes Michel Mercier, Export Director, Ismo Mäkeläinen, Head of Production and Purchasing, Martti Purtola, Business Director, saunas, Juha Sivonen, Sales Director, Finland, Jouko Toivanen, Business Director, lining and interior stones, Anu Vauhkonen, Corporate Communications Director, and Risto Vidgren, Financial Director.
Amending the Articles of Association
The General Meeting approved the Board’s proposals for amending the Articles of Association. A new article 3 a, following article 3, was added to the Articles of Association on converting series K shares into series A shares if so requested by a holder of the series K share and on condition that the number of shareholders owning series K shares is less than 150. In addition, an amendment was made to article 8 of the Articles of Association to the effect that the notice of meeting will be published as a stock exchange release and on the company’s website.
Authorisation to repurchase the company’s own shares
The Annual General Meeting authorised the Board of Directors to acquire shares of the company as proposed by the Board. The shares are repurchased for improving the company’s capital structure and for use as consideration in corporate acquisitions or other structural arrangements in accordance with and to the extent of the Board’s decision. Furthermore, shares may be repurchased for the purpose of implementing the share-based incentive system, to pay a share-based incentives or otherwise to be transferred or cancelled. A maximum of 2,760,397 of series consideration, however, that the amount of treasury shares may not exceed 10 per cent of the total number of the company’s shares. The authorisation is valid until the 2014 Annual General Meeting, but not longer than 18 months as of the decision of the Annual General Meeting.
The authorisation to decide on share issues and on the transfer of Tulikivi Corporation shares held by the company, and on the right to issue special rights giving entitlement to shares as defined in Chapter 10, section 1, of the Limited Liability Companies Act
The Annual General Meeting authorised the Board of Directors to decide on issuing new shares and on the transfer of Tulikivi Corporation shares held by the company in accordance with the proposal of the Board. New shares can be issued or the company’s own shares held by the company transferred as follows: a maximum of 5,520,794 Series A shares and 1,908,000 Series K shares.
The authorisation includes the right to decide on a directed rights issue, deviating from the shareholders’ right of pre-emption, provided that there is compelling financial reason for the company. The authorisation also includes the right to decide on a bonus issue to the company itself, where the number of issued shares is no more than one tenth of the total number of the company’s shares.
The authorisation also includes, as proposed by the Board, the right to issue special rights, as defined in Chapter 10, Section 1, of the Limited Liability Companies Act, which give entitlement to subscribe shares against payment or by setting off the receivable. The authorisation includes the right to pay the company’s share rewards. The Board is authorised to decide on other matters concerning share issues. The authorisation is valid until the 2014 Annual General Meeting.
Other events following the end of the financial year
Result of the codetermination negotiations of 11 March 2013
The outcome of the negotiations was that 6 people will be made redundant in domestic sales, customer service and production, and 21 people will be laid off until further notice. In addition, the company may, until 30 June 2014, implement fixed-term layoffs according to the situation regarding demand.
New Managing Director
Jouni Pitko was appointed Managing Director of Tulikivi Corporation on 16 April 2013.
The demand for Tulikivi products is dependent on consumer confidence. New products will allow us to increase our market share; however, no significant growth is anticipated for net sales in 2013. Operating profit is expected to improve with improved operating efficiency. Order books at the end of the reporting period amounted to EUR 6.0 million (31 March 2012: EUR 7.8 million).
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
ATTACHEMENT: Interim Report 1-3/2013
The Annual General Meeting of the Tulikivi Corporation held on April 16, 2013 approved the financial statement for the financial year 2012 and discharged the members of the Board of Directors and the Managing Director from liability. It was resolved that the dividend will not be paid. The Annual General Meeting accepted the proposals of the Board of Directors, to authorise the Board of Directors to acquire the company’s own shares, to decide upon an issue of shares, to dispose of the company’s own shares and to issue special rights related to the shares. In addition the Annual General Meeting accepted Board´s proposal for amendments of the Articles of Association.
1. Dividend The Annual General Meeting resolved, in accordance with the Board’s proposal that the dividend will not be paid.
2. Remuneration of Board members and auditor’s fees The annual remuneration of a Board member is EUR 18,000. In accordance with the resolution of the Annual General Meeting, each Board member will receive 40 per cent of the annual remuneration in the form of Tulikivi Corporation Series A shares. In addition, the full-time Chairman of the Board of Directors will be paid a EUR 14, 500 monthly salary or the part-time Chairman of the Board of Directors will be paid a EUR 4,500 monthly salary. The Board member serving as secretary to the Board of Directors will be paid a EUR 1,400 monthly salary. The members of the Nomination Board and the members of the Audit Committee of the Board will receive a EUR 330 remuneration per each meeting. The fees for the auditor are paid according to the relevant invoice.
3. Board members The number of Board members was set at six. Mrs. Nella Ginman-Tjeder, Mr. Olli Pohjanvirta, Mr. Markku Rönkkö, Mr. Pasi Saarinen, Mr. Harri Suutari and Mr. Heikki Vauhkonen were elected as the members of the Board of Directors.
4. The Nomination Board and its composition The Annual General Meeting accepted the proposal of shareholders representing more than 75 % of the voting rights in the company for the members of the Nomination Board. Mr. Heikki Vauhkonen, Mr. Reijo Vauhkonen and Mr. Matti Virtaala were elected as the members of the Nomination Board.
5. Auditor The firm of independent public accountants KPMG Oy Ab was elected the auditor of Tulikivi Corporation, with Mr. Ari Eskelinen, Authorized Public Accountant, acting as the chief auditor.
6. Authorisation to acquire the company’s own shares The Annual General Meeting granted the Board authorisation to acquire the company’s own shares as proposed by the Board. The company’s own shares are acquired to develop the company’s capital structure and to be used as consideration in business and company acquisitions and other structural arrangements, the manner and scope of which will be determined at the discretion of the Board of Directors. In addition the shares can be acquired for the use in share-based incentive arrangement, for payment of share-based remuneration or otherwise to be transferred or cancelled. No more than a total of 2 760 397 Series A shares of the company shall be acquired and no more than a total of 954 000 Series K shares of the company shall be acquired, taking into account that the company may not hold more than 10 per cent of all shares. The authorisation is in force until the Annual General Meeting to be held in 2014 but, however, not for a longer period than 18 months as of the resolution by the General Meeting.
7. The authorisation of the Board of Directors to decide on an issue of shares and the company´s own shares in possession of the company and the right to issue special rights which give entitlement to shares as defined in Chapter 10 Article 1 of the Companies´ Act The Annual General Meeting authorised the Board of Directors to decide on the issue of new shares or the company´s own shares in possession of the company as proposed by the Board. The new shares and the company´s own shares in possession of the company can be issued in the following amounts: A total of no more than 5 520 794 A series and no more than 1 908 000 K series shares. The authorisation also includes the right to carry out share capital increase 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. The authorisation includes the right to issue cost-free shares to the company, provided that the number of shares issued to the company would not exceed one tenth of all shares of the company. The authorisation also includes the right to issue special rights, as defined in Chapter 10 Article 1 of the Companies´ Act, which entitle to subscribe for shares against payment or by setting off the receivable. The authorisation also includes the right to pay remuneration in the form of shares. The Board of Directors is entitled to decide on other issues related to the share issues. The authorisation to repurchase shares is in force until the Annual General Meeting to be held in 2014.
8 .The amendment of the Articles of Association The General Meeting approved the Board’s proposals for amending the Articles of Association. A new article 3 a, following article 3, was added to the Articles of Association. The new article is about converting series K shares into series A shares if so requested by the holder of the series K share and provided that the number of shareholders owning series K shares is less than 150.
In addition, an amendment was made to article 8 of the Articles of Association to the effect that the notice of meeting is to be published as a stock exchange release and on the company’s website.
9. Organisation of the Board At its organisational meeting following the Annual General Meeting the Board elected Heikki Vauhkonen as its full-time Chairman and Markku Rönkkö as its secretary. Markku Rönkkö was elected as chairman of the Audit Committee and Pasi Saarinen and Nella Ginman-Tjeder as its members.
TULIKIVI CORPORATION
Heikki Vauhkonen Chairman of the Board
Additional Information: Tulikivi Corporation, 83900 Juuka, tel. +358 403 033 100 Heikki Vauhkonen, Chairman of the Board, tel. +358 207 636 555 Jouni Pitko, Managing Director, tel. +358 403 063 222 Distribution: NASDAQ OMX Helsinki Ltd, key media www.tulikivi.com
Attachment: Press release: Nella Ginman-Tjeder and Harri Suutari join Tulikivi Corporation´s Board of Directors
The new members of Tulikivi Corporation’s Board of Directors elected at the Annual General Meeting held on 16 April 2013 are Nella Ginman-Tjeder, M.Sc. (Econ. & Bus. Admin.), and Harri Suutari, B.Sc. (Eng.).
Nella Ginman-Tjeder (born 1959) is the Managing Director of Ifolor Oy. She has previously held the positions of Vice President and Country Manager at American Express in Finland, Director Marketing Communications at Finpro and Sales and Marketing Director at the Sanoma Group. Nella Ginman-Tjeder has a strong background in marketing, PR and brand building. She is a member of the Board of Indmeas Oy and the Board of Arcada foundation.
Harri Suutari (born 1959) has previously served as the Managing Director of PKC Group Plc, Ponsse Plc and Kajaani Automatiikka Oy. Suutari is Chairman of the Board of Componenta Corporation and the Board of Alma Media Corporation and a member of the Board of PKC Group Plc and the Board of Oy M-Filter Ab.
Further information for the media: Heikki Vauhkonen, Chairman of the Board, Tulikivi Corporation, tel 0207 636 555