Stock Exchange Release 4.4.2019 at 3.00 P.M.
Wulff Group Plc’s Annual General Meeting held today decided to pay a dividend of
EUR 0.10 per share for the financial year 2018. The record date will be April 8,
2019 and the payment date will be April 17, 2019. The Annual General Meeting
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.
Kari Juutilainen, Ari Pikkarainen, Jussi Vienola and Kristina Vienola were
elected as members of the Board. The organising meeting of Wulff Group Plc’s
Board of Directors, held after the Annual General Meeting, decided that the
Chairman of the Board is Kari Juutilainen.
The Annual General Meeting decided that the reimbursements to the Auditors are
paid on the basis of reasonable invoicing. BDO Oy, a company of Authorized
Public Accountants, with Authorized Public Accountant Juha Selänne as the lead
audit partner, was chosen as the auditor of Wulff Group Plc.
The Annual General Meeting adopted the financial statements for the financial
year 2018 and discharged the members of the Board of Directors and CEO from
liability for the financial year 2018.
Payment of dividend
The Annual General Meeting decided to pay a dividend of EUR 0.10 per share for
the financial year 2018. The record date will be April 8, 2019 and the payment
date will be April 17, 2019.
Members of the Board of Directors
The Annual General Meeting decided that the number of the board members is four.
Kari Juutilainen, Ari Pikkarainen, Jussi Vienola and Kristina Vienola were
elected as members of the Board. The organising meeting of Wulff Group Plc’s
Board of Directors, held after the Annual General Meeting, decided that the
Chairman of the Board is Kari Juutilainen.
The Annual General Meeting decided that the members of the Board of Directors
will receive a monthly fee of EUR 1,250.
Auditors
The Annual General Meeting decided that the reimbursements to the Auditors are
paid on the basis of reasonable invoicing. BDO Oy, a company of Authorized
Public Accountants, with Authorized Public Accountant Juha Selänne as the lead
audit partner, was chosen as the auditor of Wulff Group Plc.
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
April 30, 2020. 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 April 30, 2020. 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 4, 2019
WULFF GROUP PLC
BOARD OF DIRECTORS
Further information:
CEO Heikki Vienola
tel. +358 300 870 414 or mobile: +358 50 65 110
e-mail: heikki.vienola@wulff.fi
DISTRIBUTION
NASDAQ OMX Helsinki Oy
Key media
www.wulff-group.com
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