Wulff-Yhtiöt Oyj - Decisions of general meeting

Decisions of Wulff Group’s Annual General Meeting on April 23, 2012

WULFF GROUP PLC

STOCK EXCHANGE RELEASE              April 23, 2012 at 3.15 P.M.





DECISIONS OF WULFF GROUP'S ANNUAL GENERAL MEETING ON APRIL 23, 2012


Wulff Group Plc's Annual General Meeting held today decided to pay a dividend
of EUR 0,07 per share and 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. 

The current Board members Erkki Kariola, Ari Pikkarainen, Sakari Ropponen,
Andreas Tallberg and Heikki Vienola were re-elected. The new board member
elected was Vesa Tengman (born 1958) who acts as the CEO of Holiday Club Resort
Oy. he organising meeting of Wulff Group Plc's Board of Directors, held after
the Annual General Meeting, decided that the new Chairman of the Board is
Andreas Tallberg. 

The Board of Directors decided that the reimbursements to the Auditors are paid
on the basis of reasonable invoicing. KPMG Oy Ab, a company of Authorized
Public Accountants, with Authorized Public Accountant Minna Riihimäki as the
lead audit partner, continues as the auditor of Wulff Group Plc. 

The Annual General Meeting adopted the financial statements for the financial
year 2011 and discharged the members of the Board of Directors and CEO from
liability. 



Payment of dividend

The Annual General Meeting decided that a dividend of EUR 0.07 per share will
be paid for the financial year 2011 on May 4, 2012 to the shareholders
registered in the list of shareholders kept by Euroclear Finland Ltd on the
dividend record date April 26, 2012. 



Members of the Board of Directors

The Annual General Meeting decided that the number of the board members is six.
The current Board members Erkki Kariola, Ari Pikkarainen, Sakari Ropponen,
Andreas Tallberg and Heikki Vienola were re-elected. The new board member
elected was Vesa Tengman. The organising meeting of Wulff Group Plc's Board of
Directors, held after the Annual General Meeting, decided that the new Chairman
of the Board is Andreas Tallberg. 

The Annual General Meeting decided to keep the remuneration of the Board
members as previously. The members of the Board of Directors that are not Wulff
Group's employees will receive a monthly fee of EUR 1,000. 



Auditors

The Board of Directors decided that the reimbursements to the Auditors are paid
on the basis of reasonable invoicing. KPMG Oy Ab, a company of Authorized
Public Accountants, with Authorized Public Accountant Minna Riihimäki as the
lead audit partner, continues 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, 2013. 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, 2013. 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 23, 2012.



WULFF GROUP PLC

BOARD OF DIRECTORS



Further information:

CEO Heikki Vienola

tel. +358 9 5259 0050 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 a growing and increasingly international listed company and
the most significant Nordic player in office supplies. Wulff sells and markets
office supplies, business and promotional gifts, IT supplies and ergonomics.
Its service range includes also international fair services. In addition to
Finland, Wulff operates in Sweden, Norway, Denmark and Estonia. The Group also
serves its customers online with a web store for office supplies at
wulffinkulma.fi.

Attachments:

WUFE_2012-04-23_AGM_decisions.pdf