WULFF GROUP PLC
STOCK EXCHANGE RELEASE April 28, 2011 at 4.30 P.M.
DECISIONS OF WULFF GROUP’S ANNUAL GENERAL MEETING ON APRIL 28, 2011
Wulff Group Plc’s Annual General Meeting held today decided to pay a dividend of EUR 0,05 per share and authorised the Board of Directors to decide on the repurchase of the company’s own shares. Also the other proposals to the Annual General Meeting were accepted as such.
The current Board members Erkki (Ere) Kariola, Ari Pikkarainen, Pentti Rantanen, Sakari (Saku) Ropponen, Andreas Tallberg and Heikki Vienola were re-elected.
KPMG Oy Ab, a company of Authorized Public Accountants, with Authorized Public Accountant Minna Riihimäki as the lead audit partner, was elected as the auditor.
The Annual General Meeting adopted the financial statements for the financial year 2010 and discharged the members of the Board of Directors and CEO from liability.
Payment of dividend
The Annual General Meeting decided that a dividend of EUR 0,05 per share will be paid for the financial year 2010 on May 10, 2011 to the shareholders registered in the list of shareholders kept by Euroclear Finland Ltd on the dividend record date May 3, 2011.
Members of the Board of Directors
The Annual General Meeting decided that the number of the board members is six. The current Board members Erkki (Ere) Kariola, Ari Pikkarainen, Pentti Rantanen, Sakari (Saku) Ropponen, Andreas Tallberg and Heikki Vienola were re-elected. The organising meeting of the Board of Directors, held after the Annual General Meeting, decided that Sakari (Saku) Ropponen continues as the Chairman of the Board.
The Annual General Meeting decided to keep the remuneration of the Board members as previously. The members of the Board of Directors that are not Wulff Group’s employees will receive a monthly fee of EUR 1,000.
Auditors
In 2010, the Company’s auditor was Nexia Oy, a company of Authorized Public Accountants, with Authorized Public Accountant Christer Antson as the lead audit partner, together with Juha Lindholm, Certified Auditor. As proposed by the Board of Directors, the Annual General Meeting decided to elect KPMG Oy Ab, a company of Authorized Public Accountants, with Authorized Public Accountant Minna Riihimäki as the lead audit partner, as Wulff Group Plc’s auditor. Based on the Articles of Association, the auditors are appointed until further notice. The Annual General Meeting decided that the reimbursements to the auditors are paid on the basis of reasonable invoicing.
Authorizing the Board of Directors to decide on the repurchase of the company’s own shares
The Annual General Meeting authorised the Board of Directors to resolve on the acquisition of maximum 300,000 own shares. The authorization is effective until the next Annual General Meeting. The authorization encompasses the acquisitions of the own shares through the public trading arranged by NASDAQ OMX Helsinki Oy in pursuance of its rules or through a purchase offer made to the shareholders. The consideration paid for the acquired shares must be based on the market price. To carry out treasury share acquisitions, derivative, stock loan and other agreements may be made on the capital market in accordance with the relevant laws and regulations.
The authorization entitles the Board of Directors to deviate from the pre-emptive rights of shareholders (directed acquisition) in accordance with the law. The company can acquire treasury shares to carry out acquisitions or other business-related arrangements, to improve the company's capital structure, to support the implementation of the company's incentive scheme or to be cancelled or disposed of. The Board of Directors has the right to decide on other matters related to the acquisition of treasury shares.
Authorizing the Board of Directors to decide on a share issue and the special entitlement of the shares
The Annual General Meeting authorised the Board to decide on the issue of new shares, disposal of treasury shares and/or the issue of special rights referred to in Chapter 10, Section 1 of the Companies Act in the following way:
The authorisation entitles the Board to issue a maximum of 1,300,000 shares, representing approximately 20% of the company's currently outstanding stock, based on a single decision or several decisions. This maximum number encompasses the share issue and the shares issued on the basis of special rights. The share issue may be subject to or exempt from fees and may be carried out for the company itself as provided in the law.
The authorisation remains in force until the next Annual General Meeting. The authorisation entitles the Board to deviate from shareholders' pre-emptive rights as provided in the law (private placement). The authorisation can be used to carry out acquisitions or other business-related arrangements, to finance investments, to improve the company's capital structure, to support the implementation of the company's incentive scheme or for other purposes as decided by the Board.
The authorisation includes the right to decide on the way in which the subscription price is entered in the company's balance sheet. The subscription price can be paid in cash or as a non-cash contribution, either partly or in full, or by offsetting the subscription price with a receivable of the subscriber. The Board of Directors has the right to decide on other matters related to the share issue.
In Helsinki on April 28, 2011.
WULFF GROUP PLC
BOARD OF DIRECTORS
Further information:
CEO Heikki Vienola
tel. +358 9 5259 0050 or mobile: +358 50 65 110
e-mail: heikki.vienola@wulff.fi
DISTRIBUTION
NASDAQ OMX Helsinki Oy
Key media
www.wulff-group.com
Wulff Group Plc is a growing and increasingly international listed company and the Finnish market leader in office supplies. Wulff sells and markets office supplies, business and advertising gifts, IT supplies and ergonomics. Its service range includes diverse fair and event marketing services. In addition to Finland, Wulff operates in Sweden, Norway, Denmark and Estonia. The Group also serves its customers online with a web store for office supplies at wulffinkulma.fi. Wulff Group companies are now branded in black-and-white and with lively Wulff stripe. More information on the Group’s new brand image at www.wulff-group.com.
