STOCK EXCHANGE RELEASE |
The Annual General Meeting of
Shareholders can exercise their shareholder rights at the annual general meeting also by voting in advance. Instructions regarding advance voting are given in section C.4 of this invitation.
In addition, shareholders can follow the Annual General Meeting as a live webcast. Instructions for shareholders can be found in section C.6 of this invitation.
The CEO's videotaped briefing on the Annual General Meeting will be available for viewing on
A) MATTERS TO BE HANDLED BY THE ANNUAL 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. Presentation of the annual accounts, the report of the Board of Directors and the Auditor's report for the year 2023; Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the result shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the Annual General Meeting that a dividend of
The second instalment of the dividend of
If necessary, the Board of Directors is authorized to decide on a new dividend payment record date and payment date for the second dividend payment, if the regulations or rules of the Finnish book-entry system change or otherwise require it.
9. Resolution of the discharge of the members of the Board of Directors and the CEO from liability
10. Presentation of the remuneration policy
The remuneration policy of the Company was adopted by the Annual General Meeting in 2020. The remuneration policy must be presented to the General Meeting at least every four years or every time a material change is made to the policy. The remuneration policy is available on the company's internet pages www.wulff.fi/en/. The Board of Directors proposes that the annual general meeting adopts the remuneration policy. The resolution on the remuneration policy is advisory.
11. Confirmation of the company's governing bodies' Remuneration Report for 2023
The Board of Directors proposes that the 2023 Remuneration Report on the company's governing bodies be approved. The decision will be of an advisory nature, according to the
12. Resolution on the remuneration of the members of the Board of Directors
The Board of Directors proposes that members of the Board will receive a monthly fee of
13. Resolution on the number of members of the Board of Directors
Shareholders with a collective share of more than 40% of the company's shares and votes have announced that they will propose to the Annual General Meeting that four members be elected to the Board of Directors.
14. Election of the members of the Board of Directors
Shareholders with a collective share of more than 40% of the company's shares and votes have proposed that
15. Resolution of the remuneration of the Auditors
According to the 8 § of the Articles of Association,
16. Election of auditor
The Board of Directors proposes that
17. Authorizing the Board of Directors to decide on the repurchase of the company's of own shares
The Board of Directors proposes that the Annual General Meeting shall authorize the Board of Directors to resolve on the acquisition of maximum 300,000 own shares. The authorization is effective until
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.
18. Authorizing of the Board of Directors to decide on a share issue and on the special entitlement of the shares
The Board of Directors proposes that the Annual General Meeting authorize 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 authorization 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 consideration and may be carried out for the company itself as provided in the law.
The Board proposes that the authorization remain in force until
The Board proposes that the authorization 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.
19. Closing of the meeting
B) DOCUMENTS OF THE ANNUAL GENERAL MEETING
The aforementioned proposals of the Board of Directors relating to the agenda of the Annual General Meeting, as well as this invitation, are available at
C) INSTRUCTIONS FOR PARTICIPANTS IN THE ANNUAL GENERAL MEETING
1. Registration and voting of the shareholder entered in the shareholder list in advance
The right to participate in the general meeting belongs to the shareholder who is registered on
Registration for the General Meeting begins on
You can register for the general meeting:
- on the webpage https://www.wulff.fi/en/annual-general-meeting/
- by e-mail to: agm@innovatics.fi,
- by writing to:
When registering, the shareholder's name, address, telephone number and the name of any assistant or agent must be stated. There is a barrier-free access to the Annual General Meeting. We ask you to inform us of the need for barrier-free access when registering your attendance.
The shareholder present at the general meeting has the right to ask questions about matters discussed at the meeting in accordance with chapter 4, section 25 of the Companies Act.
The personal data provided by shareholders upon registration will only be used in connection with the processing of the general meeting and necessary registrations related to it.
More information regarding registration and early voting is available from
2. Proxy representative and powers-of-attorney
The shareholder may participate in the general meeting and exercise his rights there also through a proxy.
The shareholder's representative must present a dated power of attorney, or otherwise prove in a reliable manner that he is entitled to represent the shareholder. If the shareholder participates in the general meeting through several proxies, who represent the shareholder with shares in different securities accounts, the shares on the basis of which each proxy represents the shareholder must be indicated when registering.
Possible credentials are requested to be submitted before the end of the registration period:
- by writing to:
- by e-mail to: agm@innovatics.fi
3. Holders of nominee registered shares
Each holder of nominee registered shares has the right to participate in the Annual General Meeting on the basis of the shares that would entitle him/her to be registered in the shareholder register maintained by
Holders of nominee registered shares are hereby instructed to ask their custodian, reasonably in advance, for the necessary instructions on temporary registration in the shareholder register, on the issuing of powers-of-attorney, and on registration for the Annual General Meeting. By no later than the aforementioned date, the custodian's asset manager must declare that the owner of the nominee-registered share(s) should be temporarily registered in the company's shareholder register and must ensure that vote(s) are cast on behalf of the nominee-registered share(s)' owner.
4. Early voting
Shareholders with a Finnish book-entry account can vote in advance on items 7-18 of the agenda by mail or e-mail. The shareholder must submit the pre-voting form available on the company's website https://www.wulff.fi/en/annual-general-meeting/ by writing to:
Early voting starts on
In the case of a holder of nominee-registered shares, advance voting takes place through the custodian bank. The custodian bank must take care of voting in advance on behalf of the nominee-registered shareholder in accordance with the instructions given by the shareholder.
5. Sending questions in advance
The shareholder can submit questions referred to in chapter 5, section 25a of the Limited Liability Companies Act, about matters discussed at the meeting until
6. Online broadcast of the general meeting
The online broadcast of the general meeting is carried out through
The link and password for following the webcast will be sent by e-mail and/or text message to the e-mail address and/or mobile phone number provided during registration no later than the day before the meeting, by
OTHER INFORMATION
On the date of the meeting invitation,
The videotaped CEO's briefing from the Annual General Meeting will be available for viewing on
Additional information on these matters can also be found at the company's website: www.wulff.fi/en.
In Espoo on
BOARD OF DIRECTORS
Further information
CEO
tel: +358 40 647 1444
e-mail: elina.rahkonen@wulff.fi
DISTRIBUTION
Key media
www.wulff.fi/en
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