DECISIONS OF WULFF GROUP’S ANNUAL GENERAL MEETING ON APRIL 6, 2017
STOCK EXCHANGE RELEASE April 6, 2017 at 4 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 2016. The record date will be April 10, 2017 and the payment date will be April 19, 2017. 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.
Johanna Marin, Ari Pikkarainen, Andreas Tallberg and Heikki 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 Heikki Vienola.
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 2016 and discharged the members of the Board of Directors and CEO from liability for the financial year 2016.
Payment of dividend
The Annual General Meeting decided to pay a dividend of EUR 0.10 per share for the financial year 2016. The record date will be April 10, 2017 and the payment date will be April 19, 2017.
Members of the Board of Directors
The Annual General Meeting decided that the number of the board members is four. Johanna Marin, Ari Pikkarainen, Andreas Tallberg and Heikki 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 Heikki Vienola.
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, 2018. 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, 2018. 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 6, 2017.
WULFF GROUP PLC
BOARD OF DIRECTORS
Further information:
Chairman of the Board 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
Wulff Group Plc is the most significant player in office supplies and a domestic and Scandinavian industry pioneer. Wulff enables working in environments where companies and entrepreneurs operate. We offer the industry’s most comprehensive product and service range that can help you create an office wherever you want it. What would you like? We offer our customers office supplies, facility management products, catering solutions, IT supplies, ergonomics, first aid, LED lighting solutions and innovative products for worksites. Customers can also acquire international exhibition services from Wulff. In addition to Finland, Wulff operates in Sweden, Norway, and Denmark. Check out our products and services at Wulff.fi.