WULFF-GROUP PLC
STOCK EXCHANGE RELEASE April 23, 2010 at 6.00 P.M.
DECISIONS OF WULFF-GROUP'S ANNUAL GENERAL MEETING ON APRIL 23, 2010
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 Ere (Erkki) Kariola, Ari Pikkarainen, Pentti Rantanen,
Saku (Sakari) Ropponen and Heikki Vienola were re-elected and Andreas Tallberg
was elected as a new member.
The Annual General Meeting adopted the financial statements for the financial
year 2009 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 2009 on May 5, 2010 to the shareholders registered
in the list of shareholders kept by Euroclear Finland Ltd on the dividend record
date April 28, 2010. Members of the Board of Directors
The Annual General Meeting decided that the number of the board members is six.
The current Board members Ere (Erkki) Kariola, Ari Pikkarainen, Pentti Rantanen,
Saku (Sakari) Ropponen and Heikki Vienola were re-elected and Andreas Tallberg
was elected as a new member. 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
Based on the Articles of Association, the auditors are appointed until further
notice and thus Nexia Tilintarkastus Oy, Authorised Public Accountants, and Juha
Lindholm, Certified Auditor, will continue as the Company's auditors. Nexia has
informed that their lead auditor changes and the new lead auditor is Seppo
Tervo, Authorised Public Accountant. The Annual General Meeting decided that the
reimbursements to the auditors are paid on the basis of reasonable invoicing.
Amendment of the Articles of Association
Based on the proposal of the Board of Directors, the Annual General Meeting
decided to amend the first paragraph of the 9 ยง 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.
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 23, 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.