STOCK EXCHANGE RELEASE March 15, 2016 at 12 P.M.
The Shareholders of Wulff Group Plc are invited to the Annual General Meeting to
be held on Thursday
April 7, 2016 at 12 P.M. at the address Radisson Blu Seaside Hotel,
Ruoholahdenranta 3,
Helsinki, Finland.
A) Matters to be handled by the Annual General Meeting
1. Opening the meeting
2. Calling the meeting to order
3. Electing of persons to confirm 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 2015; Review by the CEO.
7. Adoption of the annual accounts
8. Resolution on the use of the result shown on the balance sheet and the
payment of dividend
The Board of Directors of Wulff Group Plc proposes to the Annual General Meeting
that a dividend of EUR 0.10 per share is paid for the financial year 2015. The
dividend approved by the Annual General Meeting will be paid to shareholders who
have been registered in the Company’s shareholder list maintained by Euroclear
Finland Ltd on the record date of the dividend payment, Monday April 11, 2016.
The Board proposes to the Annual General Meeting that the dividend be paid on
Tuesday April 19, 2016.
.
9. Resolution of 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 Board of Directors proposes that those members of the Board of Directors who
are not employees of the Wulff Group will receive a monthly fee of EUR 1 250.
11. Resolution on the number of members of the Board of Directors
Shareholders who represent approximately 60 % of the company’s shares and votes
propose that the number of the board members shall be four.
12. Election of the members of the Board of Directors
Shareholders who represent approximately 60 % of the company’s shares and votes
propose that the following members of the Board of Directors be re-elected:
Johanna Marin, Ari Pikkarainen, Andreas Tallberg and Heikki Vienola.
13. Resolution of the remuneration of the Auditors
According to the 8 § of the Articles of Association, Wulff Group Plc has one to
two auditors and the auditors are appointed until further notice. KPMG Oy Ab has
been elected as the auditor of Wulff Group Plc, with Minna Riihimäki, Authorized
Public Accountant, as the lead audit partner. The Board of Directors proposes to
the Annual General Meeting that the reimbursements to the Auditors are paid on
the basis of reasonable invoicing.
14. Authorizing the Board of Directors to decide on the repurchase of the
company’s own shares
The Board of Directors proposes that the Annual General Meeting shall authorize
the Board of Directors to resolve on the acquisition of maximum 300 000 own
shares. The authorization is effective until April 30, 2017. 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.
15. Authorizing the Board of Directors to decide on a share issue and the
special entitlement of the shares
The Board of Directors proposes that the Annual General Meeting authorise 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 Board of Directors proposes that the authorisation entitle the Board to
issue a maximum of 1,300,000 shares 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 proposed maximum number of shares is
approximately 20% of the company's currently outstanding stock. 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 Board proposes that the authorisation remain in force until April 30, 2017.
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 Board proposes that the authorisation include 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.
16. Closing of the meeting
B) DOCUMENTS OF THE ANNUAL GENERAL MEETING
The above-mentioned proposals of the Board of Directors relating to the agenda
of the Annual General Meeting and this notice are available on Wulff Group Plc’s
website at www.wulff-group.com. Wulff Group Plc’s Annual Report, including the
Financial Statements, the Report of the Board of Directors and the Auditor’s
Report, are available on the above-mentioned website by Wednesday March 15,
2016. The Board’s proposals and the Financial Statements are also available at
the meeting and copies of them will be sent to shareholders upon request. The
minutes of the meeting will be available on the above-mentioned website by
Thursday April 21, 2016.
C) Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
The right to attend at the Annual General Meeting is afforded to a shareholder
who has been entered as a shareholder in the list of shareholders kept by
Euroclear Finland Ltd by Thursday March 24, 2016. A shareholder, whose shares
are registered on his/her personal Finnish book-entry account, is registered in
the shareholder register of the company. A shareholder who wishes to participate
in the Annual General Meeting shall register for the meeting no later than on
Tuesday April 5, 2016 by 10.00 AM either by:
- email to: investors@wulff.fi
- telephone to: +358 9 5259 0050
- telefax to: +358 9 3487 3420
- mail to: Wulff Group Plc, Annual General Meeting, Manttaalitie 12, 01530
Vantaa, Finland
In connection with the registration, a shareholder shall notify his/her name,
address, telephone number and the name of a possible assistant or proxy
representative.
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder
who is present at the Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Annual 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
meeting. A shareholder may have several proxy representatives, who represent the
shareholder with shares booked on different book-entry accounts. In such case
the shares represented by each proxy representative shall be notified in
connection with the registration.
Possible proxy documents should be delivered in originals to the above-mentioned
address by the end of the registration period.
3. Holders of nominee registered shares
Each holder of nominee registered shares, who is registered on Thursday March
24, 2016 in the shareholders' register of the Company held by Euroclear Finland
Ltd. has the right to participate in the Annual General Meeting. A holder of
nominee registered shares wishing to participate in the Annual General Meeting
shall be temporarily registered into the shareholders' register of the company
kept by Euroclear Finland Ltd at the latest on Monday April 4, 2016 by 10.00
A.M. A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register,
the issuing of proxy documents and registration for the Annual General Meeting
from his/her custodian bank. The custodian bank of an account operator must
announce the holder of nominee registered shares wishing to participate in the
Annual General Meeting to be temporarily registered into the shareholders’
register no later than on the above-mentioned date. For further information,
please visit the company’s website at www.wulff-group.com.
Other information
On the date of the Notice to the Annual General Meeting, the total number of
shares and votes in Wulff Group Plc is 6,607,628.
In Vantaa on March 15, 2016.
WULFF GROUP PLC
BOARD OF DIRECTORS
Further information:
Chairman of the Board of Directors 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 increasingly international listed company as well as the most
significant Nordic player in office supplies and an industry pioneer. Wulff
sells and markets office supplies, facility management products, IT supplies as
well as ergonomics and first aid products. Customers can also acquire
international fair services from Wulff. In addition to Finland, Wulff operates
in Sweden, Norway, Denmark and Estonia. The customers are attended to personally
by approx. 200 business-to-business sales professionals and also at Wulff’s
stores in Helsinki, Turku and Lahti. In addition to versatile customer specific
services, the Group serves its customers online with the webstore Wulff.fi.
