WULFF-GROUP PLC
STOCK EXCHANGE RELEASE 23.3.2010 AT 9.00 A.M.
NOTICE TO CONVENE THE ANNUAL GENERAL MEETING
The Shareholders of Wulff-Group Plc are invited to the Annual General Meeting to
be held on Friday April 23, 2010 at 12.00 A.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 2009;
Review by the CEO.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 0,05 per share would be paid for the financial year 2009. The dividend
decided by the Annual General Meeting will be paid to the shareholders
registered in the list of shareholders kept by Euroclear Finland Ltd on the
dividend record date April 28, 2010. The Board of Director proposes the dividend
to be paid on May 5, 2010.
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
that are not Wulff-Group employees will receive a monthly fee of EUR 1000.
11. Resolution on the number of members of the Board of Directors
Shareholders who represent more than 60 % of the company's shares and votes
propose that the number of the board members will be six.
12. Election of the members of the Board of Directors
Shareholders who represent over 60 % of the company's shares and votes propose
that the following current members of the Board of Directors will be re-elected:
Ere (Erkki) Kariola, Ari Pikkarainen, Pentti Rantanen, Saku (Sakari) Ropponen
and Heikki Vienola. A new board member proposed is Andreas Tallberg (M.Sc.Econ.,
born 1963) who acts as the CEO of G.W. Sohlberg Corporation along with many
important board memberships in other companies.
13. Resolution of the remuneration of the Auditors
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. Amendment the Articles of Association
The Board of Directors proposes to the Annual General Meeting that the first
paragraph of the 9 § will be amended due to a change in the legislation. The new
article will state that the invitations to the General Meetings are delivered at
least 21 days prior to the General Meeting, but not later than nine days before
the General Meeting record date.
The proposed new 9 §:
“The invitatios to the General Meetings are delivered to the shareholders at the
earliest two months and not later than 21 days prior to the General Meeting, but
not later than nine days before the General Meeting record date, by publishing
the invitation in at least one newspaper specified by the Board of Directors or
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, the 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.
15. 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 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.
16. 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 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.
17. 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 the 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 April 1, 2010. 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 as from May 7, 2010.
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 April 13, 2010. 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 April 19, 2010 either by:
- email to: investors@wulff.fi
- telefax to: +358 9 3487 3420
- regular 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
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. 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 April 20, 2010 by 10 A.M. 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 22, 2010.
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, profitable 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,
Estonia and Lithuania. The Group also serves its customers online with a web
store for office supplies at wulffinkulma.fi and a business and advertising gift
service at liikelahjamoottori.fi.
