Tulikivi Corporation previously announced a change in the company’s Board of Directors and Audit Committee after Niko Haavisto notified the company that he would resign from his membership of Tulikivi Corporation’s Board of Directors and from his position as Chair of the Audit Committee, following his appointment as Chief Financial Officer of Fiskars Corporation as of 10 August 2026.
At its meeting on 14 September 2026, Tulikivi Corporation’s Board of Directors decided on the composition of the Board committees. Panu Paappanen was elected Chair of the Audit Committee, and Mia Sirkiä was elected as a new member. Jaakko Aspara will continue as a member of the Audit Committee.
Panu Paappanen was elected as a new member of the Nomination Committee. Jyrki Tähtinen will continue as Chair of the Nomination Committee, and Jaakko Aspara will continue as a member.
TULIKIVI CORPORATION Board of Directors Further information: CEO Heikki Vauhkonen, +358 (0)40 524 5593 Distribution: Nasdaq Helsinki, key media www.tulikivigroup.com
The Annual General Meeting of Tulikivi Corporation was held on 22 April 2026 in Helsinki.
The Annual General Meeting approved the financial statements for the financial year 2025 and discharged the members of the Board and the Managing Director from liability. The Annual General Meeting accepted the proposals of the Board to authorise the Board to decide on the issue of new shares or the company’s own shares in the possession of the company and on the right to issue option rights and other special rights entitling to shares. The Annual General Meeting approved Tulikivi Corporation’s Remuneration Report for Governing Bodies. The resolution on the Remuneration Report is advisory.
The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, that no dividend shall be paid for the financial year 2025.
The annual remuneration of each member of the Board of Directors is EUR 22,500. The annual remuneration shall be paid in the form of Series A shares in Tulikivi Corporation so that the shares are purchased on the stock exchange by 31 December 2026. The company will acquire shares from the market on behalf of, or transfer the company’s own shares held by the company to, the board members. The company will bear the costs of acquiring the shares.
Unless the Board of Directors grants express permission in advance on a case-by-case basis, the members of the Board of Directors are not allowed to transfer any shares received until their membership on the Board of Directors has ended. Alternatively, the annual remuneration may be paid in whole or in part in cash. The Chair of the Board of Directors shall, in addition to this, be paid a monthly remuneration of EUR 4,500 for this work. Those members of the Board of Directors who perform non-Board work for the company shall be paid a fee on the basis of time rates and invoices approved by the Board of Directors. Travel costs shall be reimbursed in accordance with the company’s travelling compensation regulations.
The members of the Audit Committee and the Nomination Committee of the Board of Directors shall receive a fee of EUR 400 per meeting. The Chair of the Audit Committee shall receive a fee of EUR 700 per meeting.
The fees for the auditor are paid according to the relevant invoice approved by the company.
The number of Board members was set at six. The following current Board members were re-elected as members to the Board of Directors: Jaakko Aspara, Niko Haavisto, Panu Paappanen, Satoko Taguma and Jyrki Tähtinen. Mia Sirkiä was elected as a new Board member.
Authorised Public Accounting firm KPMG Oy Ab was elected auditor, with Heli Tuuri, Authorised Public Accountant, acting as the auditor in charge.
The General Meeting authorised the Board of Directors to decide on the issue of new shares and the company’s own shares in the possession of the company in accordance with the proposal of Board of Directors. The new shares and the company’s own shares in the possession of the company could be issued either against payment or without payment to the company’s shareholders in proportion to their current shareholdings in the company or through a directed issue by deviating from the shareholders’ pre-emptive subscription right provided that there is a weighty financial reason for the company to do so. A directed share issue could only be made without payment if there is an especially weighty financial reason for it from the point of view of the company and all its shareholders and their interests.
In addition, the authorisation includes a right to issue shares without payment to the company itself, provided that the number of shares issued to the company does not exceed one tenth (1/10) of all shares in 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(1) of the Companies Act.
The authorisation also includes the right to issue special rights, as referred to in Chapter 10, Section 1 of the Companies Act, which entitle their holders to subscribe for new shares in the company or the company’s own shares in the possession of the company against payment. The payment for the share subscription may be made either in cash or by setting off the subscriber’s receivable from the company.
The Board of Directors is entitled to decide on other issues related to the share issues and share transfers.
No more than 10,437,748 Series A shares in the aggregate, and no more than 1,536,500 Series K shares in the aggregate (no more than 11,974,248 shares in the aggregate) may be issued on the basis of this authorisation (including the shares issued under special rights), regardless of whether such shares are new shares or the company’s own shares in the company’s possession.
The authorisation to issue shares will remain in force until the Annual General Meeting to be held in 2027, but no longer than until 30 June 2027. The authorization will not revoke any prior authorizations granted to the Board of Directors.
At its organisational meeting following the Annual General Meeting, the Board elected Jyrki Tähtinen as its Chair. Jyrki Tähtinen was elected as Chair of the Nomination Committee and Jaakko Aspara and Niko Haavisto as its members. Niko Haavisto was elected as Chair of the Audit Committee and Jaakko Aspara and Panu Paappanen as its members.
The minutes of the General Meeting will be available on the website of Tulikivi Corporation at www.tulikivigroup.com/en/tulikivi/General_meetings as of 6 May 2026, at the latest.
In Helsinki, 22 April 2026
TULIKIVI CORPORATION
Jyrki Tähtinen Chair of the Board
Additional Information: Tulikivi Corporation, 83900 Juuka, tel. +358 403 063 100 Jyrki Tähtinen, Chair of the Board, tel. +358 400 406 509 Heikki Vauhkonen, Managing Director, tel. +358 40 524 5593
Distribution: Nasdaq Helsinki Ltd Major media www.tulikivigroup.com
Notice is given to the shareholders of Tulikivi Corporation to the Annual General Meeting to be held on Thursday 22 April 2026 starting at 12:00 p.m. at the premises of Borenius Attorneys Ltd, Eteläesplanadi 2, 00130 Helsinki. The reception of persons who have registered for the meeting will commence at 11:30 a.m.
A. Matters on the agenda of the general meeting
The following matters will be considered at the Annual General Meeting:
– Review by the CEO
The annual report of the company, including annual accounts for the year 2025, consolidated financial statements, the report of the Board of Directors and the auditor’s report, will be published on 27 March 2026 and will be available from the publication date on the company’s website.
The company’s distributable assets were EUR 3,560,205.14 on 31 December 2025, and the loss for the period was EUR 759,376.43.
The Board of Directors proposes to the Annual General Meeting that dividends shall not be paid for the year 2025.
The remuneration report will be published on 27 March 2026 and will be available afterwards on the company’s website at https://tulikivigroup.com/en/investors/general-meetings/ .
The Board of Directors proposes that the remuneration report for governing bodies be approved. The decision is advisory.
The Nomination Committee of the Board of Directors proposes to the General Meeting that the annual remuneration of each member of the Board of Directors is EUR 22,500. The annual remuneration shall be paid in the form of Series A shares in Tulikivi Corporation so that the shares are purchased on the stock exchange by 31 December 2026. The company will acquire shares from the market or transfer the company’s own shares held by the company to and on behalf of the board members. The company will bear the costs of acquiring the shares. Unless the Board of Directors grants express permission in advance on a case-by-case basis, the members of the Board of Directors are not allowed to transfer any shares received until their membership on the Board of Directors has ended. Alternatively, the annual remuneration may be paid in whole or in part in cash. The Chair of the Board of Directors shall, in addition to this, be paid a monthly remuneration of EUR 4,500 for this work. Those members of the Board of Directors who perform non-Board of Directors 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 shall be reimbursed in accordance with the company’s travelling compensation regulations.
The Nomination Committee of the Board of Directors proposes to the General Meeting that six members be elected to the Board of Directors.
The Nomination Committee of the Board of Directors proposes to the General Meeting that the following current members of the Board of Directors be re-elected for a term of office ending at the closing of the following Annual General Meeting: Jaakko Aspara, Niko Haavisto, Panu Paappanen, Satoko Taguma and Jyrki Tähtinen. The Nomination Committee of the Board of Directors also proposes that Mia Sirkiä be elected to the Board of Directors as a new member.
All candidates have consented to being elected.
Further information on the current and proposed members of the Board of Directors is available on the company’s website at https://www.tulikivi.com/en/tulikivi/Board_of_directors.
The Board of Directors proposes to the General Meeting that the fees of the auditor be paid according to approved invoices.
The Board of Directors proposes to the General Meeting that the firm of authorised public accountants KPMG Oy Ab will be elected as the auditor, with Ms Heli Tuuri, Authorised Public Accountant, acting as the auditor in charge, for a term of office ending at the closing of the following Annual General Meeting.
The Board of Directors proposes to the General Meeting that the General Meeting authorises 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 could be issued either against payment or without payment to the company’s 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 that there is a weighty financial reason for the deviation from the company’s point of view. A directed share issue could only be made without payment if there is an especially 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 shares without payment to the company itself, provided that the number of shares issued to the company would not exceed one tenth (1/10) of all shares in 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(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 in the company or the company’s own shares in the possession of the company against payment. The payment may be made either in cash or by setting off the subscriber’s receivable against the company as payment for the share subscription.
The Board of Directors is entitled to decide on other issues related to the share issues.
On the basis of this authorisation, (including shares issued on the basis of special rights) a maximum total of 10,437,748 Series A shares and a maximum total of 1,536,500 Series K shares, i.e. a maximum of 11,974,248 shares in the aggregate, may be issued, regardless of whether such shares are new shares or the company’s own shares in the company’s possession.
The authorisation to issue shares is in force until the Annual General Meeting to be held in 2027 but until 30 June 2027 at the latest. The authorization will not revoke any prior authorizations granted to the Board of Directors.
B. Documents of the general meeting
The above-mentioned proposals of the Board of Directors, the remuneration report for governing bodies, and this notice are available on Tulikivi Corporation’s website at http://www.tulikivi.com/en/tulikivi/General_meetings. 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 remuneration policy and the Corporate Governance Statement, shall be disclosed and will be available on the above-mentioned website as from 27 March 2026. Copies of the aforementioned documents and this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website 6 May 2026 at the latest.
C. Instructions for the participants to the General Meeting
Each shareholder who is registered on the record date of the General Meeting on 10 April 2026 in the shareholders’ register of the company held by Euroclear Finland Ltd. has the right to participate in the General Meeting. Shareholders whose shares are registered on their personal Finnish book-entry account are registered in the shareholders’ register of the company.
Changes in shareholding after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of voting rights held in the meeting.
Shareholders wishing to participate in the General Meeting shall register for the meeting no later than 15 April 2026 10:00 a.m. by notifying the company of their participation. The registration shall be received by the company no later than on the above-mentioned date and time.
Shareholders can register for the General Meeting:
In connection with the registration, shareholders shall notify requested information including their name, personal identity code or company ID and contact details, and the name of any assistant or proxy and his / her personal date of birth.
Personal data given to Tulikivi Corporation is used only in connection with the General Meeting and with the processing of related registrations.
Shareholders and their representatives or proxies shall be able to prove their identity and / or right to represent the shareholder upon request.
Shareholders may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives shall produce a dated proxy document or otherwise prove in a reliable manner their 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.
Any proxy documents should be delivered in originals to the address: Tulikivi Corporation / General Meeting, Kuhnustantie 65, FI-83900 Juuka, Finland on or before the last date for registration.
Holders of nominee registered shares have 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 10 April 2026, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. In addition, the right to participate in the General Meeting requires 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 17 April 2026 10:00 a.m. As regards nominee registered shares, this constitutes due registration for the General Meeting. Changes in the ownership of shares after the record date of the General Meeting do not affect the right to participate in the General Meeting or the number of votes of the shareholder.
Holders of nominee registered shares are advised to request in good time necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organisation of the custodian bank shall register the holder of nominee registered shares who wishes 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.
Information regarding the General Meeting set out in the Limited Liability Companies Act and the Securities Markets Act are available on the company’s general meeting website at http://www.tulikivi.com/en/tulikivi/General_meetings.
The meeting will be held in Finnish. 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 notice to the Annual General Meeting, the total number of shares in Tulikivi Corporation is 59,871,243 of which the number of Series A shares is 52,188,743 and the number of Series K shares is 7,682,500. Of these shares, a total of 124,200 Series A shares are held by the company. Series A shares have 52,064,543 votes altogether and Series K shares have 76,825,000 votes. On the basis of the above, a maximum of 128,889,543 votes can be cast at the General Meeting.
In Helsinki, on 25 March 2026
BOARD OF DIRECTORS
Distribution: Nasdaq Helsinki Key media www.tulikivi.com
Further information: Heikki Vauhkonen, Managing Director, tel. +358 (0)40 524 5593
Investments in strategic projects continued despite challenging market conditions.
– The Tulikivi Group’s net sales were EUR 7.9 million (EUR 8.4 million in 10–12/2024) in the fourth quarter and EUR 29.5 million (EUR 33.3 million, 1–12/2024) in the review period. – The Tulikivi Group’s comparable operating profit was EUR -0.1 million (EUR 0.5 million) in the fourth quarter and EUR -0.1 million (EUR 2.1 million) in the review period. – EUR 0.4 million of non-recurring expenses were recorded for the financial year 2025, of which EUR 0.3 million relates to the winding down of the Russian subsidiary OOO Tulikivi and the termination of its operations. – The Tulikivi Group’s operating profit was EUR -0.5 million (EUR 0.5 million) in the fourth quarter and EUR -0.6 million (EUR 2.1 million) in the review period. – The Tulikivi Group’s profit before taxes was EUR -0.7 million (EUR 0.4 million) in the fourth quarter and EUR -1.3 million (EUR 1.4 million) in the review period. – The equity ratio at the end of the review period was 48.6 per cent (51.9 per cent). – Order books stood at EUR 2.6 million (EUR 2.8 million) at the end of the review period. – The Suomussalmi talc project made good progress. – The Board of Directors proposes to the Annual General Meeting that no dividend be paid for the financial year 2025. – Future outlook: Net sales in 2026 are expected to increase and the comparable operating profit to improve on 2025.
Key financial ratios
Comments by Heikki Vauhkonen, Managing Director:
Net sales in the fourth quarter were lower than in the comparison period due to general economic uncertainty, which led consumers to postpone renovation and new construction projects even further.
The poor profitability in the fourth quarter was due to lower-than-expected productivity in quarrying and production, as well as a slower-than-anticipated recovery in demand in the fireplace market. In response to the challenging market situation in construction, additional investments were made in marketing and sales. The company’s order intake in the final quarter of the year was lower than anticipated at EUR 7.5 million (EUR 8.0 million).
Export sales of Tulikivi sauna heaters and domestic sales of interior stone products continued to grow during the review period. Due to the decline in net sales and the lower share of fireplace exports, the relative profitability for the full year was weak. The company’s balance sheet remained strong and its equity ratio was 48.6%.
The operating profit for 2025 was affected by a EUR 0.3 million write-down provision related to the ongoing winding down of the Russian subsidiary OOO Tulikivi. The winding down is progressing as planned. The process has included terminations of employment, contract cancellations and on-site liquidation of company assets. Completion is expected on 1 April 2026.
During the review period, Tulikivi advanced its strategic projects as planned. The projects are to grow the market share in the Central European fireplace market, to increase the net sales of the sauna business, and to advance the Suomussalmi talc project to the investment stage.
In Central Europe, the expansion of the sales and distribution network for the new compact Jero collection continued. Consumers in Central Europe prefer products in the heater-size range, and the new Jero collection will enable Tulikivi to reach new customer groups. Deliveries of the new Siera model commenced in the last quarter of the year. Its key feature is a three-sided view of the fire. The goal is to increase the total number of fireplace export dealer locations from 330 at the end of 2023 to 500 by the end of 2026. At the end of the review period, there were approximately 460 dealer locations. The popularity of the Jero collection has been steadily growing, becoming the largest export collection during 2025.
In the sauna business, the launch of the new Kevo electric sauna heater collection was advanced by establishing partnerships with new retailers in Finland and abroad. Product development in the sauna business focused on preparing for the launch of sales in North America by carrying out the tests required under UL safety standards. The collection highlights the key features of Tulikivi sauna heaters: high-quality design, energy efficiency, original materials and safe exterior surfaces that do not become hot. These product features also offer growth opportunities in the North American sauna market.
Overall, the Suomussalmi talc project has progressed well. Key achievements in 2025 include the advancement of the environmental permit application submitted in May and the completion of an enrichment test run at the Geological Survey of Finland’s Mintec pilot plant. In addition, studies have been continued on the exploitation of the magnesite contained in the ore.
Board of Directors
Additional information: Heikki Vauhkonen, Managing Director, tel. +358 (0) 207 636 555
Attachment: Tulikivi Corporation´s Financial Statements Release Jan-Dec 2025
Tulikivi lowers its earnings guidance for 2025: Net sales are estimated to be approximately EUR 29.5 million and the comparable operating profit is estimated to be around EUR -0.1 million.
Tulikivi has lowered its previous estimate for the development of the operating profit in 2025. The earlier guidance for 2025 (originally published on September 17, 2025): Net sales were estimated to be EUR 29–33 million and the comparable operating profit was estimated to be EUR 1–2 million. According to the new estimate, net sales for 2025 are expected to be about EUR 29.5 million and the comparable operating profit about EUR -0.1 million. The reason for the lowered outlook is that the productivity of mining and production fell short of expectations in the last quarter of the year, and the recovery in demand in the fireplace market has been slower than anticipated.
The figures for 2025 are still unaudited. Tulikivi Corporation will publish the financial statement release for 2025 on March 6, 2026 and the financial statements for 2025 on March 27, 2026.
Board of Directors Further information: CEO Heikki Vauhkonen, +358 40 524 5593 Distribution: Nasdaq Helsinki, key media www.tulikivigroup.com
Tulikivi Corporation financial reporting in 2026
Tulikivi Corporation will publish its 2025 Financial Statements Release on 6 March 2026. The Annual Report will be published on the company’s website during the week starting on 23 March 2026. The Annual General Meeting will be held on 22 April 2026.
The following reports will be published in 2026:
– Interim Report for January–March 8 May 2026 – Half Year Financial Report for January–June 14 August 2026 – Interim Report for January–September 6 November 2026
Further information: Heikki Vauhkonen, Managing Director, tel. +358 40 524 5593
Distribution: Nasdaq Helsinki Key media www.tulikivigroup.com
The Board of Directors of Tulikivi Corporation has today, based on the authorization given to it by the Annual General Meeting on April 25, 2025, decided that a capital repayment will be distributed from the company’s invested unrestricted equity fund as previously announced in the notice of the Annual General Meeting: EUR 0.01 per Series A share and EUR 0.0083 per Series K share.
The capital repayment will be paid to shareholders who are registered in the company’s shareholder register maintained by Euroclear Finland Oy on the record date of October 6, 2025.
The capital repayment will be paid on October 15, 2025, after which the Board of Tulikivi will no longer have authorization for distribution of assets.
Distribution: Nasdaq Helsinki, key media
www.tulikivigroup.com
Tulikivi Corporation has received the following notification on 15 June 2025.
Person subject to the notification requirement Name: Jaakko Aspara Position: Member of the Board/Deputy member Issuer: Tulikivi Oyj LEI: 743700GSL41H2DXZY963 Notification type: INITIAL NOTIFICATION Reference number: 112159/4/8 ____________________________________________
Transaction date: 2025-06-13 Venue: NASDAQ HELSINKI LTD (XHEL) Instrument type: SHARE ISIN: FI0009900583 Nature of transaction: ACQUISITION
Transaction details (1): Volume: 3916 Unit price: 0.453 EUR (2): Volume: 10000 Unit price: 0.46 EUR (3): Volume: 885 Unit price: 0.454 EUR (4): Volume: 1299 Unit price: 0.462 EUR
Aggregated transactions (4): Volume: 16100 Volume weighted average price: 0.45813 EUR
Further information: Heikki Vauhkonen, Managing Director, Tulikivi Corporation Tel. +358 (0)40 524 5593, heikki.vauhkonen@tulikivi.fi
Distribution: Nasdaq Helsinki, Key media
www.tulikivi.com