Decisions of Wulff Group Plc’s Annual General Meeting on April 5, 2023
STOCK EXCHANGE RELEASE | 5.4.2023 AT 3.45 P.M.
Wulff Group Plc’s Annual General Meeting held on April 5, 2023 decided to distribute a dividend of EUR 0.14 per share for the financial year 2022 in total to be paid in two instalments of equal amount. The record date for the first instalment, EUR 0.07 per share, will be April 12, 2023 and the payment date will be April 21, 2023. The record date for the second instalment, EUR 0.07 per share, will be October 12, 2023 and the payment date will be October 20, 2023. 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 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 2022 and discharged the members of the Board of Directors and CEO from liability for the financial year 2022.
The Annual General Meeting adopted the remuneration report proposed by the Board of Directors.
Payment of dividend
Wulff Group Plc’s Annual General Meeting held on April 5, 2023 decided to pay a dividend EUR 0.14 per share for the financial year 2022 in total. The record date for the first instalment will be April 12, 2023 and the payment date will be April 21, 2023. For the second instalment, the record date will be October 12, 2023 and the payment date will be October 20, 2023.
Remuneration report of the company's governing bodies 2022
The Annual General Meeting adopted the remuneration report 2022 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 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, 2024. 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, 2024. 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 5, 2023
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
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