NOTICE TO CONVENE THE EXTRAORDINARY GENERAL MEETING OF WULFF GROUP PLC
WULFF GROUP PLC
STOCK EXCHANGE RELEASE September 7, 2015 at 2 P.M.
The Shareholders of Wulff Group Plc are invited to the Extraordinary General Meeting to be held on Wednesday September 30, 2015 at 09.00 A.M. at the address Wulff Group Plc, Manttaalitie 12, Vantaa, Finland.
A) MATTERS TO BE HANDLED BY THE EXTRAORDINARY GENERAL MEETING
1. Opening the meeting
2. Calling the meeting to order
3. Electing of persons to confirm the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Review by the Chairman of the Board of Directors
7. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes that those members of the Board of Directors that are not Wulff Group employees will receive a monthly fee of EUR 1250 as it was previously during the financial year.
8. Resolution on the number of members of the Board of Directors
Shareholders who represent approximately 60 % of the company’s shares and votes propose that the number of the board members will be four.
9. Election of the members of the Board of Directors
Shareholders who represent approximately 60 % of the company’s shares and votes propose that the following members of the Board of Directors will be elected: Ari Pikkarainen, Andreas Tallberg and Heikki Vienola. The new Board Member proposed is Johanna Marin (born 1973), HTM auditor and M.A. (Educ.), who is the Investment Director and Partner at Folmer Management Ltd. Marin is a Member of the Board in various other companies.
10. Resolution to the amendment of Articles of Association 9 § concerning the delivery of the Annual General Meeting Notice
The shareholders who represent approximately 60 % of the company’s shares and votes propose that the Articles of Association be amended concerning the delivery of the Annual General Meeting Notice in such a way that the notice shall be published on the company’s website. The Articles of Association 9 § is proposed to be amended as follows:
“The invitation to the General Meeting shall be published on the company’s website at the earliest two months and not later than 21 days prior to the General Meeting, but not later than nine days before the General Meeting record date. Furthermore, The Board of Directors can also decide to publish the notice or the newspaper announcement of the notice in a manner of their choosing.
To be entitled to participate in the General Meeting, the shareholder shall notify the company of participation by the date indicated in the invitation, which may be at the earliest five days before the meeting”
Before the proposed amendment, the Articles of Association 9 § states the following:
“The invitations to the General Meetings are delivered to the shareholders at the earliest two months and not later than 21 days prior to the General Meeting, but not later than nine days before the General Meeting record date, by publishing the invitation in at least one newspaper specified by the Board of Directors or by submitting the invitation in writing to each shareholder to the address indicated in the list of shareholders.
To be entitled to participate in a General Meeting, the shareholder shall notify the company of participation by the date indicated in the invitation, which may be at the earliest five days before the meeting. “
11. Closing of the meeting
B) DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The above-mentioned proposals of the Board of Directors relating to the agenda of the Extraordinary General Meeting and this notice are available on Wulff Group Plc’s website at www.wulff-group.com. The minutes of the meeting will be available on the above-mentioned website by Wednesday October 14, 2015.
C) INSTRUCTIONS FOR THE PARTICIPANTS IN THE EXTRAORDINARY GENERAL MEETING
1. The right to participate and registration
The right to attend at the Extraordinary General Meeting is afforded to a shareholder who has been entered as a shareholder in the list of shareholders kept by Euroclear Finland Ltd by Friday September 18, 2015. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholder register of the company.
A shareholder who wishes to participate in the Extraordinary General Meeting shall register for the meeting no later than on Friday September 25, 2015 by 09.00 AM either by:
- email to: email@example.com
- telephone to: +358 9 5259 0050
- telefax to: +358 9 3487 3420
- mail to: Wulff Group Plc, Extraordinary General Meeting, Manttaalitie 12, 01530 Vantaa, Finland
In connection with the registration, a shareholder shall notify his/her name, address, telephone number and the name of a possible assistant or proxy representative.
Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the meeting. A shareholder may have several proxy representatives, who represent the shareholder with shares booked on different book-entry accounts. In such case the shares represented by each proxy representative shall be notified in connection with the registration.
Possible proxy documents should be delivered in originals to the above-mentioned address by the end of the registration period.
3. Holders of nominee registered shares
Each holder of nominee registered shares, who is registered on Friday September 18, 2015 in the shareholders' register of the Company held by Euroclear Finland Ltd. has the right to participate in the Extraordinary General Meeting. A holder of nominee registered shares wishing to participate in the Extraordinary General Meeting shall be temporarily registered into the shareholders' register of the company kept by Euroclear Finland Ltd at the latest on Wednesday September 23, 2015 by 09.00 AM. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders' register, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank. The custodian bank of an account operator must announce the holder of nominee registered shares wishing to participate in the Extraordinary General Meeting to be temporarily registered into the shareholders’ register no later than on the above-mentioned date. For further information, please visit the company’s website at www.wulff-group.com.
On the date of the Notice to the Extraordinary General Meeting, the total number of shares and votes in Wulff Group Plc is 6,607,628.
In Vantaa on September 7, 2015.
WULFF GROUP PLC
BOARD OF DIRECTORS
Chairman of the Board of Directors Heikki Vienola
tel. +358 9 5259 0050 or mobile: +358 50 65 110
NASDAQ OMX Helsinki Oy
It all started from a small stationary store. This year Wulff celebrates 125 years of success.
Wulff Group Plc is an increasingly international listed company as well as the most significant Nordic player in office supplies and an industry pioneer. Wulff sells and markets office supplies, facility management products, IT supplies as well as ergonomics and first aid products. Customers can also acquire international fair services from Wulff.