Decisions of Wulff Group Plc’s Annual General Meeting on April 4, 2024
STOCK EXCHANGE RELEASE | APRIL 4, 2024 AT 2.00 PM
Wulff Group Plc’s Annual General Meeting held on April 4, 2024 decided to distribute a dividend of EUR 0.15 per share be paid for the financial year 2023. The dividend will be paid in two instalments. The record date of the first instalment of EUR 0.08 per share will be April 8, 2024 and the payment date will be April 15, 2024. The record date of the second instalment of the dividend of EUR 0.07 per share will be October 7, 2024 and the payment date will be October 14, 2024. 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, Lauri Sipponen, 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 Joonas Selenius 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 2023 and discharged the members of the Board of Directors and CEO from liability for the financial year 2023.
The Annual General Meeting adopted the remuneration policy and the remuneration report for the year 2023 proposed by the Board of Directors.
Payment of dividend
Wulff Group Plc’s Annual General Meeting held on April 4, 2024 decided to distribute a dividend of EUR 0.15 per share be paid for the financial year 2023. The dividend will be paid in two instalments. The record date of the first instalment of EUR 0.08 per share will be April 8, 2024 and the payment date will be April 15, 2024. The record date of the second instalment of the dividend of EUR 0.07 per share will be October 7, 2024 and the payment date will be October 14, 2024.
Remuneration policy
The Annual General Meeting adopted the remuneration policy proposed by the Board of Directors.
Remuneration report of the company's governing bodies 2023
The Annual General Meeting adopted the remuneration report 2023 proposed by the Board of Directors.
Members of the Board of Directors
The Annual General Meeting decided that the number of the board members is four. Kari Juutilainen, Lauri Sipponen, 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 Joonas Selenius 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, 2025. The authorization encompasses the acquisitions of the own shares through the public trading arranged by Nasdaq 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, 2025. 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 Espoo on April 4, 2024
WULFF GROUP PLC
BOARD OF DIRECTORS
Further information:
CEO Elina Rahkonen
tel. +358 40 647 1444
e-mail: elina.rahkonen@wulff.fi
DISTRIBUTION
Nasdaq Helsinki Oy
Key media
www.wulff.fi/en
A better world – one workplace at a time. We enable better and more sustainable work environments and a perfect working day. We make the workplace where you do your work. Here you can find today's workplace products: e.g. cafe supplies, real estate and cleaning maintenance products, office and IT supplies, ergonomics, first aid, hygiene, protection and safety products, air purification, and innovative products for construction sites. Our selection also includes high-quality Canon printing and document management services as well as financial management services. Our customers also purchase international exhibition services and solutions for remote meetings from us. It is important for us to constantly develop our product range to be more and more sustainable and our customer experience to be the best in the field. Staff leasing is one of our newest service additions. In addition to Finland, Wulff Group operates in Sweden, Norway, and Denmark.