The shareholders of Tulikivi Corporation are invited to the Annual General Meeting to be held on April 16, 2013 at 13.00 at the Kivikylä auditorium in Nunnanlahti, Juuka. The reception of persons who have registered for the meeting will commence at 12.30 p.m.
A. Matters on the agenda of the general meeting
The following matters will be dealt with by the Annual 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. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2012 – Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet The Board of Directors proposes to the Annual General Meeting that the dividend will not be paid.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors – The Nomination Committee proposes that the annual remuneration of Board members is EUR 18,000, of which 60 per cent will be paid in cash and 40 per cent in the form of Series A shares in Tulikivi Corporation. The shares will be purchased on the stock exchange on or before December 31, 2013 for a total consideration per each Board member of no more than 7,200 euros. The purchase of shares will take place on the basis of the General Meeting’s resolution and instructions. If it is not possible to effect the purchase of the shares on or before the above date, the remuneration will be paid in cash. Unless the Board of Directors grants express permission in advance, members of the Board are not allowed to transfer any shares received in this manner until their Board membership has ended. In addition, the full-time Chairman of the Board will be paid a 14,500 euros monthly salary. A part-time Chairman of the Board will be paid a monthly salary of 4,500 euros for this work. The Board member serving as secretary to the Board of Directors a 1,400 euros monthly salary. Board members who perform non-Board assignments for the company shall be paid a fee on the basis of time rates and invoices approved by the Board of Directors. Travel costs will be reimbursed in accordance with the company’s travelling compensation regulations. The members of Audit committee of the Board and the members of the Nomination Board will receive a 330 euros remuneration per each meeting.
11. Resolution on the number of members of the Board of Directors – It is proposed to the Annual General Meeting that six members will be elected to the Board of Directors.
12. Election of members of the Board of Directors – The Nomination Board proposes to the Annual General Meeting that the following persons will be elected members of the Board of Directors: Mrs. Nella Ginman, Mr. Olli Pohjanvirta, Mr. Markku Rönkkö, Mr. Pasi Saarinen, Mr. Harri Suutari and Mr. Heikki Vauhkonen.
13. Decision concerning Nomination Board -Shareholders representing more than 75% of the voting rights in the company have announced their intention to put forward Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala for election as members of the Nomination Board. The Nomination Board would submit to the following Annual General Meeting a proposal concerning the members to be appointed to the Board of Directors.
14. Resolution on the remuneration of the auditor – The Board of Directors proposes to the Annual General Meeting that the fees of the auditor are paid according to approved invoices.
15. Election of auditor – The Board of Directors proposes to the Annual General Meeting that the firm of authorized public accountants KPMG Oy Ab will be elected auditor, with Mr. Ari Eskelinen, Authorized Public Accountant, acting as the chief auditor.
16. Board of Directors’ proposal for amending the Articles of Association – The Board of Directors proposes to the Annual General Meeting that a resolution be passed by the meeting to amend the Articles of Association by adding a new article 3a after article 3, to read as follows:
3a § Conversion clause Provided that the number of shareholders owning series K shares is less than 150, each series K share may be converted to a series A share if so requested by the shareholder. A written request addressed to the company’s Board of Directors concerning conversion must state the number of shares to be converted and the book entry account in which the book entry securities corresponding to the shares are registered. The company may ask that for the duration of the conversion procedure an entry be made in the shareholder’s book entry account restricting the owner’s disposal right. Within three months of receiving the request, the company’s Board of Directors or a party designated by it must deal with the conversion requests presented and must report them for registration in the Trade Register. A request to convert shares can be cancelled up to the point when notification of the conversion is made in the Trade Register. Following a cancellation, the company will ask for the removal of any entry made in the shareholder’s book entry account restricting the disposal right. The conversion of series K to series A shares occurs upon completion of the Trade Register entry. Registration of the conversion is notified to the party that submitted the conversion request and to the book entry registrar. The company’s Board of Directors will, if necessary, give more detailed instructions on carrying out the conversion.
– The Board of Directors proposes to the Annual General Meeting that a resolution be passed by the meeting to amend article 8 of the Articles of Association, to read as follows: 8 § Notice of meeting The notice of meeting shall be delivered by the Board of Directors by publishing the notice as a stock exchange release and on the company’s website no earlier than three months and no later than three weeks before the General Meeting, and in any event no later than nine days before the General Meeting record date referred to in section 2(2), chapter 4 of the Limited Liability Companies Act. For shareholders to be able to participate in a General Meeting, they must submit notification of this intention to the place mentioned in the notice of meeting no later than ten days prior to the meeting.
17. Authorizing the Board of Directors to decide on the repurchase of the company’s own shares – The Board of Directors proposes to the Annual General Meeting that the Annual General Meeting would resolve to authorise the Board of Directors to decide on the repurchase of the company’s own shares under the following terms: a) The company’s shares are to be acquired in order to develop the company’s capital structure and to be used as consideration in acquisitions or other structural arrangements in a manner and with a scope determined by the Board of Directors. In addition, the shares may be acquired for the use in share-based incentive arrangements, for payment of share-based remuneration or otherwise to be transferred or cancelled. b) A maximum number of 2 760 397 of the A-series shares and 954 000 of the K-series shares of the company may be repurchased, taking into account that the company may not hold more than 10 per cent of all shares. c) Shares will be acquired in the following manner: (i) The company’s A-series shares will be acquired through public trading at the NASDAQ OMX Helsinki Oy as decided by the Board of Directors and by deviating from the proportion in which the company’s shareholders own shares in the company, at the price set at the NASDAQ OMX Helsinki Oy and in accordance with its rules; (ii) The company’s K-series shares will be acquired in proportion to shares owned by the shareholders by making an offer to the owners of the K-series shares with the following terms: the price paid for the K-series shares corresponds to the weighted average price paid in the executed transactions in the public trading of the A-series shares at the NASDAQ OMX Helsinki Oy during the two week´s period preceding the signing date of the offer. In case the company has not managed to acquire the number of K-series shares set out in the resolution by the General Meeting, the Board of Directors may acquire the remaining number from those owners of K-series shares willing to sell more than their proportional share of the shares to be acquired. In case more shares are offered for sale than the number to be purchased, the Board of Directors will decide, having regard to the ownership share of the sellers and the number of shares offered for sale, how the number of shares to be purchased is to be allocated among the shareholders offering shares for repurchase. d) The repurchase of the shares will be carried out with funds available for distribution of profits and the acquisition will reduce the equity available for distribution e) The authorisation to repurchase shares is in force until the Annual General Meeting to be held in 2014, however, not for a longer period than 18 months as of the resolution by the General Meeting. f) All other issues related to the repurchase of shares are decided by the Board of Directors of the Company. 18. Authorizing the Board of Directors to decide on the issuance 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 Section 1 of the Companies Act.
The Board of Directors proposes to the Annual General Meeting that the Annual 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 authorisation would also include the right to issue special rights, as defined in Chapter 10, Section 1 of the Companies Act, which entitle to subscribe for new shares or shares in the possession of the company against payment. The payment may be made in cash or by setting off the subscriber’s receivable against the company as payment for the share subscription.
The Board of Directors may use the authorization for the purpose of making fee/salary payments in the form of shares.
The Board of Directors is entitled to decide on other issues related to the share issuances.
No more than 5 520 794 A-series shares in the aggregate and no more than 1908 000 K-series shares in the aggregate (i.e. no more than a 7 428 794 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.
19. 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 annual report of Tulikivi Corporation, including the company’s annual accounts, the report of the Board of Directors and the auditor’s report as well as the Corporate Governance Statement, is available on the above-mentioned website no later than March 20, 2013. The proposals of the Board of Directors and the annual accounts 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 April 30, 2013.
C. Instructions for the participants in the general meeting
1. The right to participate and registration Each shareholder, who is registered on April 4, 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 April 6, 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 6th of April at 8.00 a.m. – 4.00 p.m. only +358 207 636 322); c) by telefax, +358 206 050 701 or d) by regular mail to Tulikivi Corporation/ Annual 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 April 4 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 April 11 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 Annual General Meeting, on March 14, 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 March 14, 2013
TULIKIVI CORPORATION BOARD OF DIRECTORS
TULIKIVI CORPORATION STOCK EXCHANGE RELEASE FI-83900 JUUKA 11 March 2013 at 15.30 Codetermination negotiations concluded at Tulikivi Corporation On 15 January 2013, Tulikivi Corporation announced that it was planning to reorganise its operations and adjust its production capacity in order to improve profitability.
At the same time, Tulikivi started codetermination negotiations involving the entire Group and all personnel groups with the aim of improving the company’s profitability and the efficiency of its operations.
The company negotiated about possible redundancies affecting up to 10 people, layoffs until further notice for up to 40 people, and fixed-term layoffs of up to 90 days for the remaining staff. The codetermination negotiations were concluded on 11 March 2013.
The outcome of the negotiations was that 6 employees will be made redundant in domestic sales, customer service and production, and 21 workers will be laid off until further notice. In addition, the company may, until 30 June 2014, implement fixed-term layoffs according to the demand situation.
Managing Director Heikki Vauhkonen: “Since demand is not expected to increase significantly in the near future, profitability has to be improved through reorganisation and by adjusting capacity.”
TULIKIVI CORPORATION
Heikki Vauhkonen Managing Director
Distribution: NASDAQ OMX Helsinki Key media www.tulikivi.com
Additional information: Tulikivi Corporation, FIN-83900 Juuka, www.tulikivi.com
Heikki Vauhkonen, Managing Director, tel. +358 (0)207 636 555
Mr. Jouni Pitko (b. 1959) has been appointed Managing Director of Tulikivi Corporation with effect from 16 April 2013. He comes to Tulikivi Corporation from the position of Vice President, Electromechanical Lock Cases at Abloy Oy, and he has a wide range of experience in successfully managing business activities. He holds a Bachelor of Science degree in Mechanics.
Mr. Pitko has international experience in managerial positions in the United Kingdom and in France. He has also managed export operations at Abloy Oy.
“In Jouni Pitko, Tulikivi will gain a Managing Director with international experience and considerable competence. In the past few years, Tulikivi’s operations have seen a considerable amount of reshaping, as unprofitable businesses have been discontinued and core business processes harmonised. This is a great starting point from which the new Managing Director can take the company forward,” says Matti Virtaala, Chairman of the Board of Directors.
Board of Directors
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 Matti Virtaala – Managing Director Heikki Vauhkonen
Press quality picture: http://www.tulikivi.com/kuvat/henkilokuvat/jouni_pitko_cmyk.jpg
– The Tulikivi Group’s fourth-quarter net sales totalled EUR 14.2 million (EUR 15.5 million Q4/2011), the operating result was EUR 0.5 million (-1.0) and the profit before taxes was EUR 0.3 million (-1.2). The result was adversely affected by the restructuring provision of EUR 1.0 million for adjustment measures. – Net sales in 2012 totalled EUR 51.2 million (EUR 58.8 million in 2011), the operating result was EUR 0.1 million (-2.4) and the result before taxes was EUR -0.8 million (-3.1). The comparable figures for 2011 were adversely affected by non-recurring expenses of EUR 1.6 million caused by the centralisation and adjustment measures. Earnings per share amounted to EUR -0.02 (-0.07). – Year-end order books were at EUR 4.6 (5.7) million. – Cash flow from operating activities before investments was EUR 0.1 (1.4) million. – The Group’s equity ratio at the end of the year was 35.2 per cent (33.3). – The Board will propose to the Annual General Meeting that no dividend be paid. – Future outlook: The sales of Tulikivi products will depend on the development of demand. No significant growth on the previous year is anticipated for net sales in 2013. As a result of improvements to operating efficiency, operating profit is expected to improve and the result before taxes to be profitable.
Summary of the financial statement release 01-12/2012. The full financial statement release is attached to this release.
Managing Director Heikki Vauhkonen The financial situation was very challenging at the start of 2012. The European financial crisis, which intensified in October 2011, weakened consumer confidence and decreased fireplace demand in the main markets. The strongest impact was on domestic net sales fireplace business that decreased by approximately 15 per cent despite the positive development in market share. At the start of the year, fireplace demand already remained below the previous year’s level. In September 2012, domestic consumer demand decreased further. Performance in fireplace exports was more stable, and net sales grew by around 2 per cent. The most positive development took place in the United States, Russia, Germany and the new East European export countries. As a whole, there was satisfactory performance in exports to Central Europe despite the dire financial situation. Demand for lining stone products was low in early 2012, due to the cautious behaviour of heater manufacturers as regards their stocks. Net sales of lining stone products decreased by 18 per cent. Net sales of sauna products are not yet significant regarding the whole figure. The net sales and result of interior stone products were as expected.
In spite of the decrease in net sales, the operating result of the Tulikivi Group became profitable in 2012. This was the result of the three million euro savings project that was implemented successfully. The savings boosted production efficiency and decreased fixed costs, as was the target.
Net sales and result The Tulikivi Group’s fourth-quarter net sales totalled EUR 14.2 million (EUR 15.5 million in Q4/2011), the operating profit was EUR 0.5 (-1.0) million and the profit before taxes was EUR 0.3 (-1.2) million. The comparable figures for 2011 were adversely affected by the restructuring provision of EUR 1.0 million for adjustment measures.
Group net sales in 2012 totalled EUR 51.2 million (EUR 58.8 million in 2011). The net sales of the Fireplaces Segment amounted to EUR 47.1 (53.5) million and the net sales of the Interior Stone Segment were EUR 4.1 (5.3) million. The 2011 figures included net sales of discontinued operations, which amounted to EUR 1.6 million in the Fireplaces Business and EUR 1.4 million in the Interior Stone Business.
Net sales in Finland totalled EUR 24.9 (31.6) million, or 48.5 (53.7) per cent of the total net sales. Exports accounted for more than a half of the net sales total, i.e. EUR 26.3 (27.2) million. The principal export countries were Sweden, France, Germany, Belgium and Russia. In exports, net sales of fireplaces and lining stone products were as expected. The consolidated operating result was EUR 0.1 (-2.4) million. The Fireplaces Segment’s operating profit was EUR 1.8 (0.2) million and the operating result for the Interior Stone Segment was a loss of EUR -0.1 (-0.6) million, while Other Items’ expenses were EUR -2.0 (-2.0) million. Other Items include expenses of the Group administration and expenses pertaining to financial administration. The operating result for 2011 was adversely affected by non-recurring expenses of EUR 1.6 million net caused by the centralisation and adjustment measures. Of these expenses, EUR 1.4 million is allocated to the Fireplaces Segment and EUR 0.2 million net to the Interior Stone Segment. The consolidated result before taxes was EUR -0.8 (-3.1) million and comprehensive income was EUR -0.6 (-2.4) million. The consolidated return on investment was 0.3 (-4.9) per cent. Earnings per share amounted to EUR -0.02 (-0.07).
Financing and investments Cash flow from operating activities before investments was EUR 0.1 (1.4) million. Working capital increased by EUR 3.0 million during the financial year and came to EUR 9.9 million. This was the result of the decrease in accrued expenses, the cancellation of the restructuring provision and the increase in boulder stocks. Interest-bearing debt was EUR 23.9 (24.9) million, and net financial expenses were EUR 0.8 (0.7) million. The current ratio was 1.7 (1.5). The equity ratio was 35.233.3) per cent. The ratio of interest-bearing net debt to equity, or gearing, was 112.9 (96.5) per cent. The equity per share amounted to EUR 0.49 (0.51).
Tulikivi completed negotiations to change the loan instalment schedule for the next three years. This includes covenants which are tied to the increase of the Group’s profitability.
At the end of the financial year, the Group’s cash and other liquid assets came to EUR 3.3 (6.8) million, and the total of undrawn credit facilities and unused credit limits amounted to EUR 4.0 (4.1) million. The Group’s debt financing, totalling EUR 18.4 (14.5) million, includes covenants which are tied to the Group’s equity. Furthermore, a covenant condition tied to the ratio between the interest-bearing debt and EBITDA is applied on a share of EUR 8.4 (0.0) million of debt financing. All covenant conditions were met on the balance sheet date, and the Group’s financing resources are sufficient for the implementation of business plans.
The Group´s investments in production, quarrying and development came to total of EUR 2.7 (4.9) million. The new ERP system was introduced at the beginning of 2012. The new system will harmonise Tulikivi’s internal processes in the various production plants and businesses. It will also make the management of the partner network and the entire delivery chain more efficient. Other major investments included replacement investments in the production plants and quarry investments.
Research and development expenses totalled EUR 1.6 (2.1) million, and their relative share of net sales was 3.1 (3.8) per cent. A total of EUR 0.6 (0.6) million of this figure, after deduction of subsidies, was capitalised.
Significant investments were made in the commercialisation, launch and product approvals of the modular Hiisi collection. The modular design of the products allows the growth of component-specific volumes in order to boost production and acquisitions. This will accelerate and intensify product development in future.
Tulikivi Figure and Tulikivi Color coating materials were launched at the same time as the Hiisi collection. They will enable the use of new designs and colours in soapstone fireplaces.
The Tulikivi Nuoska sauna heater received a Fennia Prize design award and the Hiisi collection received an award for its design at the Habitare Fair. The Tulikivi Harmaja fireplace received a Vesta Award for its technical features at the HBPA Expo in the USA.
Personnel The Group employed an average of 351 (427) people during the financial year. The average was calculated according to the period of employment, taking account of the impact of layoffs. The number of personnel at the end of the year was 377 (436) people. Of these employees, 341(395) were employed by the Fireplaces Segment, 21 (25) by the Interior Stones Segment and 15 (16) in activities not allocated to a segment. The number of personnel decreased during the year by 54 people as a result of the centralisation measures and attrition.
In all, 97.6 per cent of the employment relationships were permanent and 2.4 per cent were temporary. Salaries and bonuses during the year totalled EUR 13.9 (17.4) million.
Resolutions of the Annual General Meeting
Dividends Tulikivi Corporation’s Annual General Meeting, held on 12 April 2012, resolved not to pay a dividend on the 2011 financial year.
Decision-making bodies The following persons were elected to the Board of Directors of the parent company and domestic business subsidiaries: Olli Pohjanvirta, Markku Rönkkö, Pasi Saarinen, Maarit Toivanen-Koivisto, Heikki Vauhkonen and Matti Virtaala. The Board of Directors elected from among its members Matti Virtaala as Chairman. KPMG Oy Ab, Authorized Public Accountants, was elected as the auditor.
Major business risks In 2012, the relative profitability of Tulikivi operations was significantly improved. Efficient operations will be further intensified with the renewed enterprise resource planning system that enables faster and more reliable reporting.
Any major downturn that might be caused by the euro area crisis could decrease the demand for the company’s products and the company’s profitability and equity. The company’s balance sheet assets include goodwill, intangible assets and deferred tax assets, the value of which is based on the management’s estimates. If these estimates fail to materialise, it is possible that impairment losses would have to be recognised in connection with the impairment testing processes. Meeting the covenant conditions on the Group’s bank loans will require the improvement of the company’s profitability in future.
Events following the end of the financial year On 21 January 2013, the company began codetermination negotiations covering all of the Group’s personnel. The current estimate is that any reorganisation of work would mean up to 10 people being made redundant in the Group’s Finnish operations, in sales, customer service and production, and up to 40 production staff being laid off until further notice. In addition to this, temporary layoffs of a maximum of 90 days are being negotiated. Tulikivi’s negotiations concerning implementation of the layoffs will take account of the demand situation during 2013.
Future outlook The demand for Tulikivi products depends on the development of consumer confidence. New products will enable the growth of market share, but no significant growth is anticipated for net sales in 2013. As a result of improvements to operating efficiency, operating profit is expected to improve and the result before taxes to be profitable. Order books at the end of the year amounted to EUR 4.6 (5.7) million.
Board of Directors’ proposal on use of distributable equity There is no distributable equity. The reserve for invested unrestricted equity has a total of EUR 5,835 thousand of returnable funds.
The Board will propose to the Annual General Meeting that no dividend be paid.
Corporate Governance Statement Tulikivi Corporation will issue its Corporate Governance Statement for 2012 separately from the Annual Report. The Corporate Governance Statement has been prepared in accordance with Recommendation 54 of the Finnish Corporate Governance Code and Chapter 2, section 6 of the Securities Markets Act. Information on corporate governance can be found on Tulikivi’s website, at http://www.tulikivi.com/en/tulikivi/Corporate_governance_and_management.
Matti Virtaala Chairman of the Board
Financial Statement Release Jan-Dec 2012 (pdf)
Tulikivi Coporation´s Corporate Governance Statement for 2012 is enclosed and it can be viewed on the company´s website, at www.tulikivi.com->Investors->Corporate Governance and Management.
For additional information, contact: – Tulikivi Corporation, FI-83900 Juuka, Finland, tel. +358 403 063 100, www.tulikivi.com – Managing Director Heikki Vauhkonen Attachment: Corporate Governance Statement 2012
Distribution: NASDAQ OMX Helsinki Ltd, Central Media
CORRECTION: Bullets: Future outlook: … and the result before taxes to be profitable – deleted Chapter: Future outlook: ….and the result before taxes to be profitable – deleted Financial statement release 8 February, 2013 at 15.45 – The Tulikivi Group’s fourth-quarter net sales totalled EUR 14.2 million (EUR 15.5 million Q4/2011), the operating result was EUR 0.5 million (-1.0) and the profit before taxes was EUR 0.3 million (-1.2). The result was adversely affected by the restructuring provision of EUR 1.0 million for adjustment measures. – Net sales in 2012 totalled EUR 51.2 million (EUR 58.8 million in 2011), the operating result was EUR 0.1 million (-2.4) and the result before taxes was EUR -0.8 million (-3.1). The comparable figures for 2011 were adversely affected by non-recurring expenses of EUR 1.6 million caused by the centralisation and adjustment measures. Earnings per share amounted to EUR -0.02 (-0.07). – Year-end order books were at EUR 4.6 (5.7) million. – Cash flow from operating activities before investments was EUR 0.1 (1.4) million. – The Group’s equity ratio at the end of the year was 35.2 per cent (33.3). – The Board will propose to the Annual General Meeting that no dividend be paid. – Future outlook: The sales of Tulikivi products will depend on the development of demand. No significant growth on the previous year is anticipated for net sales in 2013. As a result of improvements to operating efficiency, operating profit is expected to improve and the result before taxes to be profitable.
An annual Summary of Tulikivi Corporation´s stock exchange releases 2012 is available on company´s web-site at the address www.tulikivi.com/Investors/Stock Exchange Releases/Annual Summary 2012.
Some of the information included in the releases and announcements might be out of date.
Attachment An Annual Summary of Tulikivi Corporation´s Stock Exchange Releases 2012
Distribution NASDAQ OMX Helsinki Ltd, Central Media
For additional information Tulikivi Corporation, 83900 Juuka, tel. +358 403 063 176, www.tulikivi.com – CFO Risto Vidgren
Kivia Oy to merge with Tulikivi Corporation
Tulikivi Corporation´s and Kivia Oy’s Boards of Directors decided on June 21, 2012 to merge Kivia Oy into Tulikivi Corporation by absorption. The implementation of the merger was registered on December 31, 2012. The merger aims to clarify the Group structure.
Tulikivi Corporation
Heikki Vauhkonen, Managing Director
Distribution: NASDAQ OMX Helsinki Ltd Central Media
www.tulikivi.com
Additional information: Tulikivi Corporation, 83900 Juuka, tel. +358-207-636 000, www.tulikivi.com – Managing Director Heikki Vauhkonen
Tulikivi Corporation´s Financial Statements Release for 2012 will be published on February , 2013. Annual Report will come out on Tulikivi’s website week 12. Annual General meeting will be held on April 16, 2013.
The following interim reports will be published in 2013: – January – March April 24 – January – June August 8 – January – September October 24
Tulikivi Corporation Heikki Vauhkonen Managing Director
Tulikivi comprises the Tulikivi Corporation, which is a listed family enterprise, and its subsidiaries. Tulikivi is the world’s largest manufacturer of heat-retaining fireplaces. The company has three product groups: Fireplaces, Sauna and Interior. Tulikivi and its customers value wellbeing, interior design and the benefits of bioenergy. Tulikivi’s net sales are approximately EUR 60 million, of which exports account for about half. Tulikivi employs over 400 people.