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.
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 § 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
CEO Heikki Vienola tel. +358 9 5259 0050 or mobile: +358 50 65 110
NASDAQ OMX Helsinki Oy
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.