Annual report
10.2.2009
– The 2008 net sales of the Tulikivi Group were EUR 66.5 million (EUR 69.9 million in 2007) – Profit before taxes was EUR 2.1 million (EUR 0.2 million). Earnings per share were EUR 0.04 (EUR 0.01). – Net sales for the final quarter of 2008 were EUR 18.3 million (EUR 16.8 million) and profit before taxes EUR 0.9 million (EUR – 1.2 million). – Order books were at EUR 4.9 million (EUR 6.9 million) at year end. – Cash flow from operating activities before investments was EUR 7.6 million (EUR 2.5 million).
Managing Director Heikki Vauhkonen
“The company’s fireplace exports to Central Europe grew significantly in the final quarter of 2008, fuelled by rising consumer energy prices and the early onset of winter. Fireplace exports conventionally focus on modernisation and renovation construction. The sales of heater lining stones grew somewhat towards the end of the year.
In Finland consumer uncertainty reflected strongly on the demand for fireplaces in the final weeks of the year. This was manifested especially in the low demand from customers building new buildings.
Following New Year, the economic uncertainty has further weakened demand for fireplaces especially in Finland, Russia and the Baltic countries. In Central Europe sales are supported by an interest in new models and uncertainties concerning energy supply. However, demand for fireplaces as a whole was well below the previous in the beginning of the year. Tulikivi has launched a profitability and concentration programme which will safeguard the company’s profitability in the long term.”
Net sales and result The 2008 net sales of the Tulikivi Group were EUR 66.5 million (EUR 69.9 million in 2007). The net sales of the Fireplaces Business was EUR 56.4 million (EUR 59.7 million), of the Natural Stone Business EUR 8.0 million (EUR 7.4 million) and of Other Operations EUR 2.1 million (EUR 2.8 million).
Net sales in Finland accounted for EUR 34.9 (EUR 38.3) million, or 52.4 (54.8) per cent, of total sales. Exports accounted for EUR 31.6 (31.6) million. The largest countries for exports were France and Germany.
The Group’s operating profit was EUR 3.2 (1.0) million. The Fireplaces Business posted an operating profit of EUR 6.5 (4.4) million and the Natural Stone Products Business posted an operating profit of EUR 0.3 (0.4) million and Other Operations an operating loss of EUR -3.6 (-3.8) million. The result for Other Operations includes losses of EUR 0.4 million from tableware, of which impairment losses accounted for EUR 0.3 million.
The Group’s profit before taxes was EUR 2.1 (0.2) million and net profit was EUR 1.4 (0.4) million. Consolidated return on investments was 6.8 per cent (2.5 per cent). Earnings per share were EUR 0.04 (EUR 0.01).
Consolidated net sales in the fourth quarter were EUR 18.3 million (EUR 16.8 million in October-December 2007) and profit before taxes was EUR 0.9 million (loss of EUR -1.2 million).
Financing and investments Cash flow from operating activities before investments amounted to EUR 7.6 million (EUR 2.5 million). Current ratio was 2.0. Equity ratio was 41.2 (43.9) per cent. The ratio of interest-bearing net debt to equity, or gearing, was 55.1 (64.7) per cent. The equity per share amounted to EUR 0.73 (0.74). Financial income for the period was EUR 0.2 million and financial expenses EUR 1.4 million. Financial expenses include a negative change in the fair value of interest rate swaps of EUR 0.2 million.
The Group’s investments totalled EUR 2.9 million (EUR 5.3 million). The major investments made during the review period comprised the opening of new quarries as well as conversion and replacement investments made in fireplace and ceramic production.
R&D expenditure totalled EUR 1.8 million (EUR 1.6 million), representing about 2.7 (2.3) per cent of sales. The main focus of product development was on converting the fireplace range to use the whirlbox technology. When the development project is brought to its completion in 2009, all Tulikivi products will have the CE marking.
Personnel The Group employed an average of 526 (682) people during the financial year and 633 (693) in the end of the year. Of these 518 (549) were employed by Fireplaces Business, 54 (54) by Natural Stone Products Business and 61 (90) by Other Operations. 99.7 per cent of the employment relationships were permanent and 0.3 per cent temporary. Salaries and bonuses during the review period totalled EUR 17.8 million (EUR 21.2 million).
The Tulikivi Group has an incentive plan that includes a share- based incentive plan for key personnel and an incentive pay scheme for all personnel. The share-based incentive plan includes three earning periods: the calendar years 2008, 2009 and 2010. The potential reward from the plan for the earning period 2008 will be based on the Group’s profit after financial items and cash flow from operating activities. In accordance with the terms of the plan for the 2008 earning period the reward could have been at the maximum 120,000 Tulikivi Corporation Series A shares and a cash payment corresponding to the value of the shares. The managing director could have received no more than 22,500 of these shares.. The managing director may receive no more than 22 500 of these shares. A maximum total of about 360 000 Series A shares and a cash payment corresponding to the value of the shares will be paid as rewards on the basis of the entire share-based incentive plan. The 2008 profit/cash flow entitled to 10 per cent of the maximum reward of the incentive plan. Based on the terms of the plan Tulikivi Corporation Series A shares will be granted to those participating the plan, in total 9,800 shares. The impact of the share-based rewards on the result for the period amounts approximately EUR 10 thousand.
The incentive pay scheme is based on the achievement of the Group’s earnings, productivity and attainment of personal targets. The cost-impact of the incentive pay scheme was EUR 0.1 million in the review period.
Occupational safety has improved well. The number of accidents per 100 000 working hours was 0.03 (0.04).
During the review period the number of employees was adjusted to meet the Group’s target. The codetermination negotiations concluded in January 2008 led to 67 redundancies and layoffs of 26 employees until further notice. EUR 0.1 million (EUR 0.7 million) in 2007 was recognised as costs incurred from the reorganisation.
Resolutions of the Annual General Meeting held on 17 April 2008
Dividends Tulikivi Corporation’s Annual General Meeting, held on 17 April 2008, resolved to pay a dividend of EUR 0.045 on Series A shares and EUR 0.0433 on Series K shares.
Board of Directors, Managing Director and auditors Tulikivi Corporation’s Annual General Meeting elected the following as members of the Board: Bishop Ambrosius, Juhani Erma, Eero Makkonen, Maarit Toivanen-Koivisto, Heikki Vauhkonen, Reijo Vauhkonen and Matti Virtaala. The Board of Directors elected Matti Virtaala as Chairman from amongst its members. Tulikivi Corporation’s Managing Director is Heikki Vauhkonen. The auditor is KPMG Oy Ab, Authorized Public Accountants.
Authorisation to repurchase the company’s own shares The Annual General Meeting authorised the Board to acquire the company’s own shares as proposed by the Board.
Authorisation to decide on share issues and on transfer of the company’s own shares in the 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 issuing new shares and the transfer of the company’s own shares in the possession of the company as proposed by the Board. The authorization 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.
Share repurchase The Tulikivi Corporation’s Board of Directors has decided to commence repurchasing the company’s A shares, as authorised by the Annual General Meeting. During 2008, 74 000 A shares were purchased at the repurchase value of EUR 77 657. The average purchase price per share was EUR 1.05. The purchase price was the exchange rate at the moment of the purchase, which varied between EUR 0.65 and EUR 1.39 during the purchase periods. The repurchased shares account for 0.20 per cent of all shares and 0.06 per cent of votes carried by all shares. The repurchase of own shares had no material impact on the on shareholdings and voting rights in the company. The first phase of repurchasing shares took place between 1 August–30 November 2008, when a total of 60 000 shares were acquired. The total acquisition prices of these shares was EUR 68 499 or EUR 1.14 per share on average. The second phase began in December and will continue to 30 March 2009 according to the Board’s decision. During the period between 23 December and 31 December 2008 a total of 14 000 shares were acquired. The total acquisition prices of these shares was EUR 9 158 or EUR 0.65 per share on average. Under the Board’s decision, during the second phase a total of 100 000 A shares can be repurchased, which would bring the total number of treasury shares to 160 000, corresponding to 0.4 per cent of share capital and 0.1 per cent of total voting rights.
The shares are repurchased for use as consideration in corporate acquisitions or other structural arrangements or to implement the share-based incentive system, to pay a share-based incentive or otherwise to be transferred or cancelled.
Major business risks At the Tulikivi Group, risk analysis and risk management are part of the regular strategic planning process that is performed each year. Anything that may prevent or hinder the Group from achieving its objectives is designated as a risk. Risks may constitute threats, uncertainties or lost opportunities related to current or future operations. In the assessment of risks, their probability and impact are taken into account. Euro-denominated risk limits are used in evaluating the impacts.
After their analysis, means of preventing and controlling risks have been overviewed on the basis of their impact and probability. Risk analysis contributes to the strategic choices of the Group and the annual action plans.
The purpose of risk management is to ensure that Tulikivi Group’s business risks are identified and managed as effectively as possible so that the Group’s strategic and financial objectives are attained. The Board of Directors of Tulikivi Corporation and the boards’ of its subsidiaries are responsible for the companies’ and Group’s risk management policy and oversees its implementation. The Managing Director and the Management Team are responsible for establishing risk management procedures. The Managing Director is responsible for the due organisation of risk management. The business units are responsible for the management of their business risks. The Group’s risks comprise strategic and operational risks, damage, casualty and loss risks and financial risks.
Strategic risks are related to the nature of business operations and concern, but are not limited to, changes in the Group’s operating environment, market situation and market position, raw material reserves, legislative changes, business operations as a whole, the reputation of the company, its brands and raw materials, and large investments.
Operational risks are related to products, distribution channels, personnel, operations and processes. Damage, casualty and loss risks include fires, serious breakdowns of machinery and other damage to assets that may also lead to interruption of business. Damage risks also include occupational safety and protection risks, environmental risks and accident risks. Financial risks the Group is exposed to are foreign currency risk, interest rate risk, credit risk and liquidity risk.
A rapid decline in private house construction and remodelling and fluctuation of exchange rates will weaken the demand for fireplaces. The decrease of consumer prices of energy may also affect the demand for fireplace products. The risks the Group will face in the near future relate to the decline in demand for fireplaces products as well as to the success of cost savings attained with the profitability programme.
Environmental obligations Tulikivi’s environmental strategy is geared towards systematic progress in environmental efforts in specified subareas. All operational quarries of the Tulikivi Corporation have the environmental permits they require. In addition, permit renewals are in progress. The Group’s operations comply with the environmental permits and the requirements of the authorities and environmental protection.
The company bears the responsibility for the environmental impacts of its operations. Under the Mining Act and environmental legislation, the Tulikivi Group has landscaping obligations that must be met when operating the quarries and after quarries and plants are eventually shut down. The Group’s operations do not burden the environment with hazardous or poisonous substances.
The Group is neither party to judicial or administrative procedures concerning environmental issues nor is it aware of any environmental risks that would have a significant effect on its financial position.
Events following the end of the financial year Because of the declining order inflow, the company’s Board of Directors has launched a programme to improve the profitability of Tulikivi Corporation’s operations and to introduce concentration measures in order to secure the company’s profitability in the future. The programme is intended to achieve annual savings of approximately EUR 5 million in future years. As a result of launching the programme, the company has initiated co- determination talks with all Group personnel. The company is seeking a personnel reduction of about 120 persons. The company will also have to introduce lay-offs among its personnel during the current year. It is estimated that the programme will give rise to approximately EUR 2 million in non-recurring costs.
Future outlook Housing construction will decline in several markets, which will affect the demand for fireplaces. Demand for fireplaces is estimated to be relatively higher in Central Europe than in Finland or its neighbouring countries. The rapid contraction in demand in late 2008 has adversely affected the company’s order books and no improvement is anticipated in the coming months, especially in the domestic market. Net sales and profit for the current financial year after non-recurring items are expected to fall short of 2008. The adjustments costs that have an impact on profit are concentrated in the early part of the year.
The Board’s dividend proposal The parent company’s distributable equity amounts to EUR 6 946 thousand, of which the profit for the period accounts for EUR 1 173 thousand. The Board proposes to the Annual General Meeting that the distributable equity be used as follows:
Dividend payout EUR 0.028/share on Series A shares EUR 0.0263/share on Series K shares totalling EUR 1022 thousand EUR 5924 thousand to be retained in equity.
It is the Board’s opinion that the proposed distribution of dividends will not endanger the company’s solvency.
Strategic policies The strategic policies of the Tulikivi Group establish the Group’s long-term organic growth target at five per cent per annum. The Group also seeks growth from corporate acquisition. In addition to growth, the target is to attain over 20 per cent in return on capital invested and improving relative profitability by two percentage points annually. During the 2008 financial year, net sales declined on 2007 because of the recession on all of Tulikivi’s markets. As a result, the targeted level of return on capital invested was not attained.
Segment reporting The Group’s business segments are the Fireplaces Business, Natural Stone Products Business and Other Operations. The Fireplaces Business includes soapstone and ceramic fireplaces sold under the Tulikivi and Kermansavi brands and also soapstone lining for heater manufacturers. The Natural Stone Products Business includes interior decoration stone products for households and stone deliveries to construction sites. Other Operations includes expenses that are not allocated to the Group’s other segments, tax and financial expenses, as well as sales of ceramic utensils and the expenses of this business.
FINANCIAL STATEMENTS 1-12/2008 CONSOLIDATED INCOME STATEMENT MEUR 01-12/ 01-12/ Change 10-12/ 10-12/Change 2008 2007 % 2008 2007 %
Sales 66.5 69.9 -4.8 18.3 16.8 8.9 Other operating income 0.7 0.6 0.1 0.1 Increase/decrease in inventories in finished goods and in work in progress -0.6 2.1 0.3 -0.1 Production for own use 0.8 1.1 0.3 0.2 Raw materials and consumables 12.5 14.2 3.4 3.4 External services 10.0 11.1 2.6 2.9 Personnel expenses 23.1 27.1 6.5 7.0 Depreciation and amortisation 5.7 5.7 1.6 1.5 Other operating expenses 12.9 14.7 3.6 3.3
Operating profit 3.2 1.0 236.4 1.3 -1.0
Percentage of sales 4.9 1.4 7.1 -5.9 Finance income 0.2 0.2 0.1 0.1 Finance expense -1.4 -1.0 -0.7 -0.3 Share of the profit of associated company 0.0 0.0 0.0 0.0
Profit before tax 2.1 0.2 1189.4 0.9 -1.2 Percentage of sales 3.1 0.2 4.6 -7.4 Income tax expenses -0.6 0.2 -0.3 0.6
Profit for the year 1.4 0.4 0.6 -0.7
Earnings per share attributable to the equity holders of the parent company, EUR basic and diluted 0.04 0.01 0.01 -0.02
CONSOLIDATED BALANCE SHEET MEUR 12/08 12/07 ASSETS Non-current assets Property, plant and equipment Land 1.0 1.1 Buildings 8.0 8.6 Machinery and equipment 10.3 12.7 Other tangible assets 1.2 1.4 Intangible assets Goodwill 4.3 4.3 Other intangible assets 11.2 11.1 Investment properties 0.2 0.2 Available-for-sale investments 0.1 0.1 Receivables Deferred tax assets 0.9 1.0 Total non-current assets 37.2 40.5
Current assets Inventories 11.5 12.7 Trade receivables 5.3 5.3 Current income tax receivables 0.1 Other receivables 0.4 0.5 Cash and cash equivalents 11.7 3.8 Total current assets 28.9 22.4 Total assets 66.1 62.8
EQUITY AND LIABILITIES Equity Share capital 6.3 6.3 Share premium fund 7.4 7.4 Treasury shares -0.1 Translation difference -0.1 Revaluation reserve -0.1 Retained earnings 13.7 14.0 Total equity 27.2 27.6 Non-current liabilities Deferred income tax liabilities 2.1 2.3 Provisions 0.9 0.9 Interest-bearing debt 21.6 17.7 Other debt 0.3 Total non-current liabilities 24.6 21.2 Current liabilities Trade and other payables 9.1 9.4 Current income tax liabilities 0.1 0.1 Current provisions 0.7 Current interest-bearing debt 5.1 3.8 Total current liabilities 14.3 14.0 Total liabilities 38.9 35.2 Total equity and liabilities 66.1 62.8
CONSOLIDATED CASH FLOW STATEMENT MEUR 01-12/ 01-12/ 2008 2007 Cash flows from operating activities Profit for the period 1.4 0.4 Adjustments: Non-cash transactions 5.8 5.5 Interest expenses and interest income and income taxes 1.8 0.6 Change in working capital 0.2 -1.8 Interest paid and received and taxes paid -1.6 -2.2 Net cash flow from operating activities 7.6 2.5 Cash flows from investing activities Investment in property, plant and equipment and intangible assets -3.3 -5.7 Grants received for investments and sales of property, plant and equipment 0.2 1.4 Net cash flow from investing activities -3.1 -4.3
Cash flows from financing activities Loans taken 10.0 8.5 Repayment of loans -4.9 -4.4 Dividends paid and treasury shares -1.7 -3.4 Net cash flow from financing activities 3.4 0.7
Change in cash and cash equivalents 7.9 -1.1
Cash and cash equivalents at beginning of period 3.8 4.9
Cash and cash equivalents at end of period 11.7 3.8
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY MEUR Share Share Trans-Revalu- Re- Total capital premium lation ation tained fund diff.reserve earnings
Equity January 1, 2008 6.3 7.4 -0.1 14.0 27.6 Translation differences 0.1 0.1 Profit for the year 1.4 1.4 Dividends paid -1.7 -1.7 Share buyback -0.1 -0.1 Change in revaluation reserve -0.1 -0.1 Equity Dec.31, 2008 6.3 7.4 0.0 -0.1 13.6 27.2
Equity January 1, 2007 6.3 7.4 0.0 17.0 30.7 Translation differences -0.1 -0.1 Contributions -0.1 -0.1 Profit for the year 0.4 0.4 Dividends paid -3.3 -3.3 Equity Dec.31, 2007 6.3 7.4 -0.1 14.0 27.6
SEGMENT REPORTING 01-12/ 01-12/ MEUR 2008 2007 Sales 66.5 69.9 Fireplaces Business 56.4 59.7 Natural Stone Products Business 8.0 7.4 Other Operations 2.1 2.8
Operating profit 3.2 1.0 Fireplaces Business 6.5 4.4 Natural Stone Products Business 0.3 0.4 Other Operations -3.6 -3.8
BUSINESS SEGMENTS QUARTERLY MEUR MEUR Q4/ Q3/ Q2/ Q1/ Q4/ Q3/ Q2/ Q1/ 2008 2008 2008 2008 2007 2007 2007 2007
Sales 18.3 16.617.0 14.6 16.8 16.5 17.4 19.2 Fireplaces business 15.8 14.4 14.2 12.0 14.4 13.9 14.7 16.7 Natural stone products business 1.9 1.7 2.4 2.0 1.7 1.7 2.1 1.9 Other operations 0.6 0.5 0.4 0.6 0.7 0.9 0.6 0.6
Operating profit 1.3 1.3 0.9 -0.3 -1.0 0.5 0.7 0.8 Fireplaces business 2.4 1.9 1.8 0.4 0.4 1.0 1.5 1.5 Natural stone products business -0.1 0.1 0.1 0.2 0.0 0.1 0.2 0.1 Other operations -1.0 -0.7 -1.0 -0.9 -1.4 -0.6 -1.0 -0.8
KEY FINANCIAL RATIOS AND SHARE RATIOS 1-12/08 1-12/07 10-12/08 10-12/ 07 07
Earnings per share, EUR 0.04 0.01 0.01 -0.02 Equity per share, EUR 0.73 0.74 0.73 0.74 Return on equity, % 5.2 1.2 8.3 -9.4 Return on investments, % 6.8 2.5 8.8 -2.7 Equity ratio, % 41.2 43.9 Net indebtness ratio, % 55.1 64.7 Current ratio 2.0 1.6 Gross investments, MEUR 2.9 5.3 Gross investments, % of sales 4.4 7.5 Research and development costs, MEUR 1.8 1.6 %/sales 2.7 2.3 Outstanding orders (31.Dec.), MEUR 4.9 6.9 Average number of staff 526 682
Rate development of shares, EUR Lowest share price, EUR 0.60 1.53 Highest share price, EUR 1.88 3.75 Average share price, EUR 1.28 2.69 Closing price, EUR 0.67 1.56
Market capitalization at the end of period, 1000 EUR 24 837 57 945 (Supposing that the market price of the K-share is the same as that of the A-share) Number of shares traded, (1000 pcs) 2455 5369 % of total amount of A-shares 8.9 19.4 Number of shares average 37128494 37143970 37091946 37143970 Number of shares 31 December 37069970 37143970 37069970 37143970
Notes to the consolidated Financials Statements The financial statement release has been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting. In preparing of this interim report, Tulikivi has applied same accounting policies as in the 2007 financial statements, with the exception of the following new/amended standards that the group has adopted as from January 1, 2008:
– IFRIC 11 IFRS 2 – Group and Treasury Share Transactions. The interpretation clarifies the scope of standards pertaining to equity-settled transactions (IFRS 2) and requires these transactions be reconsidered in subsidiaries. The interpretation has not had an impact on the consolidated financial statements. – IFRIC 14 IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction. This interpretation does not have an impact on the consolidated financial statements as all of the Group’s pension plans are defined contributions plans. – IFRIC 12 Service Concession Arrangements. The Group’s business activities do not involve service concession arrangements and consequently the interpretation does not impact the consolidated financial statements. – Amendments to the standards IAS 39 Financial Instruments: Recognition and Measurement and IFRS 7 Financial Instruments: Disclosures. The amendments were issued in October 2008 due to the international financial crisis and pertain to the reclassification of certain financial assets. The amendments have no impact on the consolidated financial statements for the year 2008 or on those for subsequent periods since the Group assesses that at the balance sheet date the consolidated balance sheet did not include such financial assets covered by the amendments which would have been necessary to be reclassified.
The Group has extended the useful life of a production line to correspond the useful lives of other similar production lines. This resulted in 0.1 million euro decrease of depreciation during the period in comparison with the depreciation according the prior useful life.
The key performance ratios and share ratios are calculated using the same methods as for the consolidated financial statements for 2007. The formulas can be found in the 2007 annual report, page 63.
Use of estimates When preparing the financial statements certain assumptions and estimates regarding future have to be made. The outcomes might differ from these assumptions and estimates. In addition judgements have to be made in the application of accounting principles. The estimates affect the amounts of assets and liabilities at the balance sheet date, reporting of contingent liabilities and income and expenses for the reporting period. Estimates are used i.a. when determining realisability of certain assets, useful lives of property, plant and equipment and intangible assets, income taxes, provisions and impairment of goodwill.
Income taxes MEUR 1-12/08 1-12/07 Taxes for the current and previous reporting periods -0.7 -0.5 Deferred taxes 0.1 0.7 Total -0.6 0.2
Collaterals given MEUR 12/2008 12/2007 Mortages granted and collaterals pledged 25.1 26.3 Derivatives Interest rate swaps Nominal value 13.0 7.4 Fair value -0.2 0.1 The fair value of derivatives is the gain or loss for closing the contract based on market rates at the balance sheet date.
Environmental and warranty provisions MEUR Environ- Warranty mental provisions provisions Provisions, Jan. 1, 2008 0.4 0.5 Increase in provisions 0.1 0.3 Effect of discounting -0.1 Used provisions -0.3 Provisions, Dec. 31, 2008 0.4 0.5
Share capital Share capital by share series
Number of % of % of Share, shares shares voting EUR of rights share capital K shares (10 votes) 9 540 000 25.7 77.6 1 621 800 A shares (1 vote) 27 603 970 74.3 22.4 4 692 675 Total Dec.31, 2008 37 143 970 100.0 100.0 6 314 475
There have been no changes in Tulikivi Corporation´s share capital during the period. According to the articles of association the dividend paid for Series A shares shall be 0.0017 EUR higher than the dividend paid on Series K shares. Each Series K shares confers 10 votes at a general meeting, while each Series A shares confers one vote. The Series A share is listed on the NASDAQ OMX Helsinki Ltd.7.3 per cent of all shares were nominee registered or in foreign ownership. No flagging notifications were made to the company during the review period.
Board authorizations The Board of Directors has an authorization to acquire the company’s own shares. A maximum of 2 760 397 Series A shares in the company and 954 000 Series K shares in the company can be bought back. The authorization is valid until the Annual General Meeting 2009. The Board of Directors has an authorization to decide on share issues and the conveyance of the company’s own shares in the possession of the company and the granting of special rights that give entitlement to shares as set forth in Chapter 10, Article 1 of the Companies Act. The Annual General Meeting authorized the Board of Directors to decide on issuing new shares and the conveyance of own shares in the company’s possession. New shares can be issued or own shares held by the company conveyed amounting to a maximum of 5 520 794 Series A shares and 1 908 000 Series K shares.
The authorization also includes the right to issue special rights, as defined in Chapter 10, Article 1 of the Companies Act, entitling the right holder to subscribe for shares against payment or by setting off the receivable. The authorization is valid until the Annual General Meeting 2009.
At the end of the period, the company hold 74 000 of its own A- series shares, corresponding to 0.2 per cent of share capital and 0.06 per cent of total voting rights.
Rate development and exchange of Series A shares During 2008 at Nasdaq OMX Helsinki Ltd, 2.5 million shares were traded, with the value of share turnover being EUR 3.1 million. The highest rating for the share was EUR 1.88 and the lowest was EUR 0.60. The closing rate for the period was EUR 0.67.
Related party transactions
12/2008 12/2007 Sales of goods and services -sales of goods and services to associated companies 13 2
Purchases of goods and services -purchases of goods and services from associated companies 173 86
Transactions with key management – leases from related parties 115 105
Transactions with other related parties Tulikivi Corporation is a founder member of the Finnish Stone Research Foundation. In 2008 the company has donated EUR 100 thousand (in 2007 EUR 70 thousand) for the Foundation. The company has leased offices and storages from the property owned by the Foundation and North Karelia Educational Federation of Municipalities. The rent paid for these facilities was EUR 128 thousand (125 thousand)in the period. The rent corresponds with the market rents. The sales of services to foundation were EUR 52 thousand (EUR 34 thousand) in the period.
Largest shareholders on December 31, 2008 Name of shareholder Shares Proportion of total vote Vauhkonen Reijo 4 186 827 24,2 % Vauhkonen Heikki 3 003 887 24,1 % Elo Eliisa 2 957 020 5,9 % Virtaala Matti 2 417 152 12,6 % Mutual Pension Insurance Ilmarinen 1 902 380 1,5 % Mutanen Susanna 1 643 800 7,2 % Vauhkonen Mikko 797 700 3,6 % Paatero Ilkka 718 430 0,6 % Nuutinen Tarja 674 540 3,5 % Investment Fond Phoebus 608 140 0,5 % Other shareholders 18 229 946 16,3 %
The Financial Statements have not yet been audited.
The companies included in the Group are the parent company Tulikivi Corporation, Kivia Oy, AWL-Marmori Oy, Tulikivi U.S. Inc. and OOO Tulikivi. Group companies include also Uuni Vertriebs GmbH (earlier Tulikivi Vertriebs GmbH) and The New Alberene Stone Company, Inc., which are dormant. The parent company has a fixed place of business in Germany, Tulikivi Oyj Niederlassung Deutschland. The Group has interests in associated companies Stone Pole Oy and Leppävirran Matkailukeskus Oy.
TULIKIVI CORPORATION
Board of Directors Matti Virtaala Chairman of the Board
Distribution: NASDAQ OMX Helsinki Ltd Central Media www.tulikivi.com
Additional information: Tulikivi Corporation, 83900 Juuka, tel. +358-207-636 000, www.tulikivi.com – Chairman of the Board of Directors Matti Virtaala – Managing Director Heikki Vauhkonen