Notice is given to the shareholders of Beltton-Group Plc that the Annual General
Meeting will be held on April 4, 2008 at 3:00 pm at Radisson SAS Royal Hotel,
Runeberginkatu 2, Helsinki, Finland.
The following issues will be on the Agenda of the Meeting:
1. Items prescribed in Article 13 of the Articles of Association as belonging to
the Annual General Meeting.
A group of shareholders, whose combined ownership of all company share votes
exceeds 60%, proposes that the following members be re-appointed to the present
Board of Directors: Ari Lahti, Ere (Erkki) Kariola, Ari Pikkarainen, Pentti
Rantanen, Sakari Ropponen and Heikki Vienola.
2. The Board of Directors' proposal to authorise the Board to decide on a share
issue and the issue of special rights:
- includes the issue of new shares, the disposal of treasury shares and the
issue of special rights for a maximum of 1,300,000 shares,
- entitles the deviation from shareholders' pre-emptive rights and is proposed
to be effective until the next Annual General Meeting,
- is included as Appendix 1.
3. The Board of Directors' proposal to authorise the Board to decide on the
acquisition of treasury shares:
- is for a maximum of 300,000 shares,
- entitles the shares to be acquired in deviation of pre-emptive rights and is
proposed to be effective until the next Annual General Meeting,
- is included as Appendix 2.
4. The Board of Directors' proposals for amendments to the Articles of
Association:
- Change of the business name to Wulff-Group Plc and the domicile to Helsinki
(Section 1).
- Further specification of the company's business sector (Section 2).
- Deletion of the following Sections, rendered obsolete by the amendments to the
Companies Act: Section 3 (minimum and maximum share capital), Section 4 (nominal
value) and Section 12 (financial period).
- Abbreviation of Section 5 by removal of the now obsolete transitional
regulations for incorporation into the book-entry system.
- Revision of the convocation period to the minimum 17 days stipulated in the
Act, and deletion of the now obsolete reference to the book-entry system
(Section 11).
- Linking of the date and time of the Annual General Meeting to the end of the
financial period (Section 13).
- The proposals are included in Appendix 3.
Availability of documents
The financial statements documents and the Board of Directors' proposals
mentioned above under items 2-4 are available to shareholders as of 28 March
2008 at the company's headquarters in Helsinki, at Salomonkatu 17 B, 12th floor.
A copy of the documents will be delivered to shareholders on request.
Right to Attend
In order to attend at the Meeting a shareholder must be registered on March 25,
2008 in the register of shareholders of Beltton-Group Plc, held by the Finnish
Central Securities Depository.
Registration
A prior notice of attendance must be given on March 31, 2008 at the latest, by
letter to Beltton-Group Plc, Annual General Meeting, Salomonkatu 17 B, 00100
Helsinki, Finland, by telephone +358 9 5259 0050, by fax, +358 9 3487 3420, or
e-mail, sirpa.vaisanen@beltton.fi
Possible proxies shall arrive in connection with the notice of attendance.
Dividend
The Board proposes that a dividend of EUR 0.18 per share will be distributed for
2007. The dividend approved by the Annual General Meeting will be paid to
shareholders of the company registered by the Finnish Central Securities
Depository on April 9, 2008. The Board proposes that the dividend will be paid
on April 16, 2008.
Helsinki March 13, 2008
BELTTON-GROUP PLC
Board of Directors
Further information:
Heikki Vienola, CEO
Phone: +358 9 5259 0050 or +358 50 65110
e-mail: heikki.vienola@beltton.fi
Sirpa Väisänen, IR Officer
tel. +358 9 5259 0050 or +358 400 943 243
e-mail sirpa.vaisanen@beltton.fi
Distribution:
OMX Nordic Exchange Helsinki
Key media
www.beltton.com
APPENDIX 1
PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON A SHARE ISSUE AND THE
ISSUE OF SPECIAL RIGHTS
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 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 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.
APPENDIX 2
PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO ACQUIRE TREASURY SHARES
The Board of Directors proposes that the Annual General Meeting authorise the
Board to decide on the acquisition of a maximum of 300,000 treasury shares. The
authorisation is effective until the next Annual General Meeting. It encompasses
the acquisition of shares in public trading on the Helsinki Stock Exchange,
according to the rules and regulations of the Stock Exchange, or through a
purchase offer made to 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 authorisation 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.
APPENDIX 3
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Current:
Section 1 The company's name is Beltton-Yhtiöt Oyj in Finnish and Beltton-Group
Plc in English. The company is domiciled in Espoo.
Proposal for new wording:
Section 1 The company's name is Wulff-Yhtiöt Oyj in Finnish and Wulff-Group Plc
in English. The company is domiciled in Helsinki.
Current:
Section 2 The company acts as a vendor and agency for office and computer
supplies, provides consultation related to the sector and offers financial
administration services to Group companies. The company may also own real estate
and securities and trade in them.
Proposal for new wording:
Section 2 The company acts as a vendor and agency for office and computer
supplies on its own and/or through its subsidiaries. The company may also engage
in securities trading.
Current:
Section 3 The company's minimum capital is two million euro (EUR 2,000,000) and
its maximum capital is eight million euro (EUR 8,000,000). Increases or
decreases to share capital may be made within these limits without amending the
Articles of Association.
Proposal for new wording:
Section 3 is proposed to be revoked and the numbering of the following sections
to be changed accordingly.
Current:
Section 4 The nominal value of shares is EUR 0.4.
Proposal for new wording:
Section 4 is proposed to be revoked and the numbering of the following sections
to be changed accordingly.
Current:
Section 5 After the registration date notified by the company's Board of
Directors, the company's shares will be incorporated into the book-entry system.
After the registration date, the right to receive assets distributed by the
company and to subscribe for shares if the company raises its share capital is
only held by a person:
1. who has been registered as a shareholder in the list of shareholders on the
matching date,
2. whose right to receive payment has been registered in the list of
shareholders and the book-entry account of the shareholder in question on the
matching date,
3. in whose book-entry account a nominee-registered share has been registered on
the matching date and the share nominee has been registered in the list of
shareholders as nominee.
Proposal for new wording:
Section 5 The company's shares are incorporated into the book-entry system.
Current:
Section 11 Invitations to General Meetings are delivered to shareholders at the
earliest two months and at the latest twelve days before the Meeting by
publishing the invitation in at least one newspaper specified by the Board of
Directors and by submitting the invitation in writing to each shareholder to the
address indicated in the list of shareholders.
To be entitled to participate in a General Meeting a shareholder shall notify
the company of participation by the date indicated in the invitation, which may
be at the earliest five days before the meeting. The provisions of the Companies
Act concerning the right to participate in General Meetings shall also be taken
into consideration once the company's shares have been incorporated into the
book-entry system.
Proposal for new wording:
Section 11 Invitations to General Meetings are delivered to shareholders at the
earliest two months and at the latest seventeen days before the Meeting by
publishing the invitation in at least one newspaper specified by the Board of
Directors and by submitting the invitation in writing to each shareholder to the
address indicated in the list of shareholders.
To be entitled to participate in a General Meeting a shareholder shall notify
the company of participation by the date indicated in the invitation, which may
be at the earliest five days before the meeting.
Current:
Section 12 The company's financial period is one calendar year.
Proposal for new wording:
Section 12 is proposed to be revoked and the numbering of the following sections
to be changed accordingly.
Current:
Section 13 The Annual General Meeting (AGM) shall be held annually on the date
determined by the Board of Directors by the end of June.
The Meeting shall
present:
1. the financial statements, including the income statement, balance sheet and
the report of the Board of Directors,
2. the Auditors' report,
decide on:
3. adopting the income statement and balance sheet,
4. the measures to be taken based on the profit or loss in the adopted balance
sheet,
5. discharging the members of the Board of Directors and the Managing Director
of liability,
6. determining the fees of Board members and auditors, as well as the criteria
for reimbursement of travel expenses,
appoint:
7. the members of the Board of Directors and
8. the auditors.
Proposal for new wording:
Section 13 The Annual General Meeting shall be held annually on the date
determined by the Board of Directors within six months of the end of the
financial period.
The Meeting shall
present:
1. the financial statements, including the income statement, balance sheet and
the report of the Board of Directors,
2. the Auditors' report,
decide on:
3. adopting the income statement and balance sheet,
4. the measures to be taken based on the profit or loss in the adopted balance
sheet,
5. discharging the members of the Board of Directors and the Managing Director
of liability,
6. determining the fees of Board members and auditors, as well as the criteria
for reimbursement of travel expenses,
appoint:
7. the members of the Board of Directors and
8. the auditors.
