2009-03-19 11:20:00 CET
2009-03-19 11:20:07 CET
REGULATED INFORMATION
Wulff-Yhtiöt Oyj - Notice to general meeting
WULFF-GROUP PLC'S ANNUAL GENERAL MEETING ON 24 APRIL 2009
WULFF-GROUP PLC STOCK EXCHANGE RELEASE 19 MARCH 2009, 12.20 P.M. WULFF-GROUP PLC'S ANNUAL GENERAL MEETING ON 24 APRIL 2009 Notice is given to the shareholders of Wulff-Group Plc that the Annual General Meeting will be held on 24 April 2009 at 12:00 pm at Radisson SAS Seaside Hotel, Ruoholahdenranta 3, Helsinki, Finland. The following issues will be on the Agenda of the Meeting: 1. Items prescribed in Article 10 of the Articles of Association as belonging to the Annual General Meeting. A group of shareholders, whose combined ownership of all company share votes exceeds 60%, proposes that the following members be re-appointed to the present Board of Directors: Ari Lahti, Ere (Erkki) Kariola, Ari Pikkarainen, Pentti Rantanen, Sakari Ropponen and Heikki Vienola. 2. The Board of Directors' proposal to authorise the Board to decide on a share issue and the issue of special rights: - includes the issue of new shares, the disposal of treasury shares and the issue of special rights for a maximum of 1,300,000 shares, - entitles the deviation from shareholders' pre-emptive rights and is proposed to be effective until the next Annual General Meeting, - is included as Appendix 1. 3. The Board of Directors' proposal to authorise the Board to decide on the acquisition of treasury shares: - is for a maximum of 300,000 shares, - entitles the shares to be acquired in deviation of pre-emptive rights and is proposed to be effective until the next Annual General Meeting, - is included as Appendix 2. Availability of documents The financial statements documents and the Board of Directors' proposals mentioned above under items 2-4 are available to shareholders as of 17 April 2009 at the company's headquarters in Vantaa, at Manttaalitie 12. A copy of the documents will be delivered to shareholders on request. Right to Attend In order to attend at the Meeting a shareholder must be registered on 14 April 2009 in the register of shareholders of Wulff-Group Plc, held by Euroclear Finland Ltd. Registration A prior notice of attendance must be given on 20 April 2009 at the latest, by letter to Wulff-Group Plc, Annual General Meeting, Manttaalitie 12, 01530 Vantaa, Finland, by telephone +358 9 5259 0050, by fax, +358 9 3487 3420, or e-mail, sirpa.vaisanen@wulff.fi Possible proxies shall arrive in connection with the notice of attendance. Dividend The Board proposes that a dividend of EUR 0.05 per share will be distributed for 2008. The dividend approved by the Annual General Meeting will be paid to shareholders of the company registered by Euroclear Finland Ltd on 29 April 2009. The Board proposes that the dividend will be paid on 7 May 2009. Vantaa 19 March 2009 WULFF-GROUP PLC Board of Directors www.wulff-group.com Further information: Heikki Vienola, CEO Tel. +358 9 5259 0050 or +358 50 65 110 e-mail: heikki.vienola@wulff.fi Sirpa Väisänen, IR Officer Tel. +358 9 5259 0050 or +358 400 943 243 e-mail: sirpa.vaisanen@wulff.fi Distribution: NASDAQ OMX Helsinki Key media www.wulff-group.com APPENDIX 1 PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON A SHARE ISSUE AND THE ISSUE OF SPECIAL RIGHTS The Board of Directors proposes that the Annual General Meeting authorise 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 Board of Directors proposes that the authorisation entitle the Board to issue a maximum of 1,300,000 shares 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 proposed maximum number of shares is approximately 20% of the company's currently outstanding stock. 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 Board proposes that the authorisation remain 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 Board proposes that the authorisation include 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. APPENDIX 2 PROPOSAL TO AUTHORISE THE BOARD OF DIRECTORS TO ACQUIRE TREASURY SHARES The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on the acquisition of a maximum of 300,000 treasury shares. The authorisation is effective until the next Annual General Meeting. It encompasses the acquisition of shares in public trading on the Helsinki Stock Exchange, according to the rules and regulations of the Stock Exchange, or through a purchase offer made to 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 authorisation 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.
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