Initiated in May, the Tulikivi Group’s codetermination negotiations on discontinuing its building stone manufacturing and on centralising and reorganising production were concluded today.
The negotiations were part of the Tulikivi Group’s profitability programme. The company wants to focus on its core business in the future: fireplaces, saunas and interior stone products.
As a result of the codetermination negotiations, Tulikivi will discontinue its building stone business in Taivassalo and focus its natural stone products business on interior stone production at the Espoo factory. At the same time the production of counter tops in Taivassalo will end.
It was decided that at the most 15 people will be made redundant at the Taivassalo factory. The building stone personnel will continue their employment as existing employees under the new owner. Tulikivi sold its Taivassalo-based building stone business to Vientikivi Oy Finland on 30 June 2011. A separate release on the sale has been published today.
By centralising its operations, the Tulikivi Group is divesting its smaller, clearly unprofitable businesses that are outside its core business, thus releasing a significant amount of working capital for its core businesses. The divestment of the utility ceramics business and the Taivassalo building stone business will result in extra expenses of EUR 0.5 million during the current financial year, including a restructuring provision of EUR -0.4 million, impairment losses and other expense reserves of EUR -0.3 million, and sales profits of EUR 0.2 million. Due to the centralisation measures, the Group´s personnel diminished by 50 persons.
TULIKIVI CORPORATION
Heikki Vauhkonen Managing Director
Distribution: NASDAQ OMX Helsinki Ltd, key media, www.tulikivi.com
Further information: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 (0)207 636 000, www.tulikivi.com – Managing Director Heikki Vauhkonen
Tulikivi Corporation has today, 30 June 2011, signed an agreement with Vientikivi Oy Finland on the sale of Tulikivi’s Taivassalo-based building stone business. The agreement covers Tulikivi Corporation’s building stone business at its Taivassalo factory, comprising building stones, environmental stones and semi-finished products.
The impact of this transaction on Tulikivi Corporation’s net sales in the latter part of year 2011 will be about EUR -0.6 million. Otherwise the transaction and other arrangements attached to it do not have significant impact on the Group’s financial result for the year 2011. The net sales of Tulikivi Corporation’s building stone business in 2010 amounted to EUR 1.2 million, and the business posted a loss for the year.
A part of the personnel at the Taivassalo factory will be employed by the new owner as existing employees.
“The transaction is part of Tulikivi Group’s profitability programme. In line with our strategy, the aim is to concentrate on our core business: fireplaces, saunas and interior stone products,” says Heikki Vauhkonen, Managing Director of Tulikivi Corporation.
Tulikivi Group’s natural stone products business will focus on interior stone production at the Espoo factory. Tulikivi manufactures and markets products such as countertops and tiling for homes as well as paving stones. Soapstone interior and building stones will also play a significant role in the company’s portfolio in the future.
Vientikivi Oy Finland is a stone company established in 1932 and based in southwest Finland.
Distribution: NASDAQ OMX Helsinki Ltd, key media, www.tulikivi.com Further information: Tulikivi Corporation, FIN-83900 Juuka, Finland, tel. +358 (0)207 636 000, www.tulikivi.com – Managing Director Heikki Vauhkonen
The Tulikivi Group’s codetermination negotiations at the Heinävesi plant, which began in May, were concluded today. The negotiations are part of Tulikivi Corporation’s profitability programme, as the company wants to focus on its core business in the future.
As a result of the negotiations, 24 people were made redundant, of whom 8 are office staff.
Tulikivi will discontinue its Utility Ceramics Business by the end of 2011, but ceramics manufacturing operations will continue at Heinävesi until the end of the year. Under the profitability and concentration programme the Heinävesi plant will be integrated into the company’s Fireplaces Business and in the future the plant will focus solely on the production of ceramic fireplaces, tiles and fireplace components.
The next stage of Tulikivi’s codetermination negotiations will involve centralising the production of the Natural Stone Products Business and discontinuing the Building Stone Business.
The plan to focus on core businesses will create non-recurring expenses during the current financial year. The total amount of these expenses will become evident and be reported when the above-mentioned codetermination negotiations in building stone production and the Natural Stone Products Business are concluded.
Further information: Tulikivi Corporation, FI-83900 Juuka, Finland, tel. +358 207 606 000, www.tulikivi.com – Managing Director Heikki Vauhkonen
Tulikivi Corporation will publish its Interim Report for January-March on Wednesday, 20 April 2011; i.e. one day earlier than was announced in the release of 13 October 2010 concerning the schedule for financial reporting. After the financial results have been announced, the release will be available for all to read on the company’s internet pages at www.tulikivi.com.
Distribution: NASDAQ OMX Helsinki Ltd Central Media www.tulikivi.com
Further information: Tulikivi Corporation, FI-83900 Juuka, Finland, tel. +358 207 636 000, www.tulikivi.com -Arja Lehikoinen, Financing 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. Tulikivi has four product groups: Fireplaces, Saunas, Interior & Design and Utility Ceramics. Tulikivi and its customers val-ue wellbeing, interior design and the benefits of bioenergy. Tulikivi’s net sales are slightly under EUR 60 million, of which exports account for about half. Tulikivi employs approximately 500 people.
Tulikivi plans to relinquish its Kermansavi dishware business and the production of building stone by the end of 2011. The company also intends to give up its excavation and loading equipment used in soapstone quarrying and to increase the outsourcing of quarrying operations.
The growth strategy of Tulikivi Corporation, a well-known manufacturer of heat-retaining fire-places and interior stones, will be to focus on the manufacture of its fireplace, sauna and interior stone products, the further development of product concepts, and marketing to consumers.
For this reason Tulikivi plans to relinquish its dishware business and the production of building stone, and to concentrate on production within its natural stone product business. The building stone products have included facades, paving and other subcontracting work for construction and stone firms.
The intention is also to increase the subcontracting of soapstone quarrying. This will be accompa-nied by the relinquishing of excavation and loading equipment used in soapstone quarrying.
The company aims to focus on its core business and the improvement of profitability. By giving up some of its businesses Tulikivi will gain the opportunity to increase investments in new product groups and distribution, as envisaged by its growth strategy.
The dishware and building businesses recorded net sales of approximately EUR 3 million in 2010, and operated at a substantial loss.
It is estimated that about 50 employees will be affected by the rearrangements. Accordingly, Tulikivi will begin co-operation negotiations in the natural stone product business, quarrying and the Heinävesi factory.
TULIKIVI CORPORATION Board of Directors
Matti Virtaala, Chairman of the Board
Distribution: NASDAQ OMX Helsinki Principal media www.tulikivi.com
For further information please contact: Tulikivi Oyj, 83900 Juuka, tel. 0207 636 000, www.tulikivi.com – Matti Virtaala, Chairman of the Board – 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. Tulikivi has four product groups: Fireplaces, Saunas, Interior & Design and Utility Ceramics. Tulikivi and its customers value wellbeing, interior design and the benefits of bioenergy. Tulikivi´s net sales are slightly under EUR 60 million, of which exports account for about half. Tulikivi employs approximately 500 people.
The Annual General Meeting of the Tulikivi Corporation held on April 14, 2011 approved the financial statement for the financial year 2010 and discharged the members of the Board of Directors and the Managing Director from liability. It was resolved to pay a dividend of EUR 0.0250 on Series A shares and 0.0233 on Series K shares. The Annual General Meeting accepted the proposals of the Board of Directors to amend the Articles of Association, 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.
1. Dividend The Annual General Meeting resolved, in accordance with the Board’s proposal, to pay a dividend of: – EUR 0.0250 on Series A shares – EUR 0.0233 on Series K shares The record date for the dividend payment will be April 19, 2011. The dividend will be paid out on April 28, 2011.
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 Chairman of the Board of Directors will be paid a EUR 6 500 monthly fee and the director serving as secretary to the Board of Directors a EUR 1 400 monthly fee. The members of committees 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 and Chairman of the Board The number of Board members was set at seven. Mr. Juhani Erma, Mr. Olli Pohjanvirta, Mr. Markku Rönkkö, Mrs. Maarit Toivanen-Koivisto, Mr. Heikki Vauhkonen and Mr. Matti Virtaala were re-relected as the members of the Board of Directors for the new term, and Mr., B.Sc. (Eng.) Pasi Saarinen from Joensuu was elected as a new member of the Board of Directos.
4. 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.
5. 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 will 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 2012 but, however, not for a longer period than 18 months as of the resolution by the General Meeting.
6. 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 will 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 2012.
7. Organisation of the Board At its organisational meeting following the Annual General Meeting the Board elected Matti Virtaala as its chairman. Juhani Erma was elected chairman of the Audit Committee and Markku Rönkkö and Matti Virtaala as its members. Reijo Vauhkonen was elected chairman of the Nomination Committee and Bishop Ambrosius and Matti Virtaala were elected as members.
Matti Virtaala Chairman of the Board
Additional Information: Tulikivi Corporation, 83900 Juuka, Tel. +358 207 636 000 Matti Virtaala, Chairman of the Board Heikki Vauhkonen, Managing Director Distribution: NASDAQ OMX Helsinki Ltd, key media www.tulikivi.com
The shareholders of Tulikivi Corporation are invited to the Annual General Meeting to be held on April 14, 2011 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 a.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 2010 – Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend – The Board of Directors proposes to the Annual General Meeting that 0.0250 euros/share is paid as dividend for the A-series shares and that 0.0233 euros/share is paid as dividend for the K-series shares. The dividend decided by the Annual General Meeting will be paid for shares that have been recorded on the record date for the dividend payment in the shareholders’ register that is maintained by Euroclear Finland Ltd. The record date for the dividend payment is April 19, 2011. The Board of Directors proposes to the Annual General Meeting that the dividend payment date be April 28, 2011.
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, 2011 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 Chairman of the Board of Directors will be paid a 6,500 euros monthly salary and 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 committees of the 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 seven members will be elected to the Board of Directors.
12. Election of members of the Board of Directors – The Nomination Committee proposes to the Annual General Meeting that Mr. Juhani Erma, Mr. Olli Pohjanvirta, Mr. Markku Rönkkö, Mrs. Maarit Toivanen-Koivisto, Mr. Heikki Vauhkonen and Mr. Matti Virtaala will be re-elected members of the Board of Directors, and that Mr. Pasi Saarinen, B.Sc. (Eng.), from Joensuu will be elected new member of the Board of Directors. More detailed personal information on Pasi Saarinen can be found on the company’s website in the context of Annual General Meeting material.
13. 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.
14. 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.
15. 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 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 2012, 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.
16. 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.
New shares may be issued in the following amounts: a total of no more than 5,520,794 A-series shares and no more than 1,908,000 K-series shares. The company’s own shares in the company’s possession may be issued in the following amounts: a total of no more than 5,520,794 A-series shares and no more than 1,908,000 K-series shares.
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.
The authorisation to issue shares is in force until the Annual General Meeting to be held in 2012.
17. 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 2011. 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 the Corporate Governance Statement, is available on the above-mentioned website no later than March 16, 2011. 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 28, 2011.
C. Instructions for the participants in the general meeting
1. The right to participate and registration Each shareholder, who is registered on April 4, 2011 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 4, 2011 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 or kaija.jaatinen@tulikivi.fi . b) by telephone + 358 207 636 251 or + 358 207 636 322 (from Monday to Friday at 8.00 a.m. – 4.00 p.m.); c) by telefax; + 358 207 636 130 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, 2011, 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, 2011, 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 2011.
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 February 16, 2011, 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 95,400,00 votes. On the basis of the above, a maximum of 122,879,770 votes can be cast at the general meeting.
In Juuka February 16, 2011
TULIKIVI CORPORATION BOARD OF DIRECTORS