Wulff-Yhtiöt Oyj — AGM Information 2021

Mar 10, 2021

Notice to convene the Annual General Meeting of Wulff Group Plc

Notice to convene the Annual General Meeting of Wulff Group Plc

STOCK EXCHANGE RELEASE  10.3.2021 AT 14.00 P.M

The Annual General Meeting of Wulff Group Plc will be held on Thursday April 8,
2021 at 12.00 pm. This meeting is being convened through exceptional
arrangements, without the presence of the shareholders or their representatives
at Wulff Group Plc’s headquarters at Kilonkartanontie 3, 02610 Espoo.

The company’s Board of Directors decided on this exceptional manner of convening
the meeting on the basis of the Temporary Law approved by the Finnish Parliament
on September 15, 2020. To limit the spread of the Covid-19 pandemic, the company
has decided to undertake measures that are made possible by the Temporary Law,
so that the Annual General Meeting can be held in the expected manner while also
taking the health and safety of shareholders, company personnel and other
stakeholder groups, into account. It will therefore not be possible to
participate in the Annual General Meeting on site.

The company’s shareholders and their representatives may participate in the
meeting, and exercise their shareholder rights, solely by voting in advance and
by presenting their counterproposals and questions in advance. The list of
participants in the Annual General Meeting and the results of the votes taken at
the meeting shall be determined exclusively on the basis of the advance voting.
Instructions for shareholders can be found in part C of this invitation
(Instructions for Participants in the Annual General Meeting).

The CEO’s videotaped briefing on the Annual General Meeting will be available
for viewing on April 8, 2021 at approximately 1:00 pm, after the Annual General
Meeting concludes, on the webpage https://www.wulff.fi/en/investors/board-and
-corporate-governance/annual-general-meeting/.

A) MATTERS TO BE HANDLED BY THE ANNUAL GENERAL MEETING:

1. Opening the meeting

2. Calling the meeting to order

The attorney-at-law Ari Savela will serve as Chair. If Ari Savela is prevented
by a compelling circumstance from serving as Chair, the Board of Directors will
assign this position to the person they deem most suitable. The Chair may
appoint a Secretary for the meeting.

1. Electing of persons to confirm the minutes and to supervise the counting of
   votes

The company’s Chief Financial Officer, Elina Hanén, will act as the Reviewer of
the Minutes and the Monitor of Vote Counting. If Elina Hanén is prevented by a
compelling circumstance from serving in these roles, the Board of Directors will
assign these roles to the person they deem most suitable.

1. Recording the legality of the meeting

2. Recording the attendance at the meeting and adoption of the list of votes

Shareholders will be regarded as participants in the meeting if they have voted
in advance by the advance-voting deadline, and if they have the right, under
Chapter 5, Sections 6 and 6a of Finland’s Limited Companies Act, to participate
in the Annual General Meeting. The voting roll will be confirmed on the basis of
data delivered by Euroclear Finland Ltd.

1. Presentation of the annual accounts, the report of the Board of Directors and
   the Auditor’s report for the year 2020;
       Review by the CEO

Presentation of the CEO’s briefing.

The company’s Annual Report, which will comprise the company’s financial
statements, the report of the Board of Directors, and the Auditor’s report, and
which will be available on the company’s website by 10.00 am on Thursday March
11, 2021, shall be deemed to have been presented to the Annual General Meeting
at this point.

1. Adoption of the annual accounts

2. 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
EUR 0.12 per share be paid for the financial year 2020. The dividend approved by
the Annual General Meeting will be paid to shareholders who have been registered
in the Company’s shareholder list maintained by Euroclear Finland Ltd on the
record date of the dividend payment, Monday April 12, 2021. The Board of
Directors proposes to the Annual General Meeting that the dividend be paid on
Wednesday April 21, 2021.

1. Resolution of the discharge of the members of the Board of Directors and the
   CEO from liability

2. Confirmation of the company’s governing bodies’ Remuneration Report for 2020

Presentation and review of the Remuneration Report on the company’s governing
bodies approved by the Board of Directors. The Remuneration Report will be
available by 10.00 am on March 11, 2021 on the company’s website, after which it
will be regarded as having been presented to the Annual General Meeting. The
Board of Directors proposes that the 2020 Remuneration Report on the company’s
governing bodies be approved. The decision will be of an advisory nature,
according to the Finland’s Limited Companies Act.

1. 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 EUR 1,250.

1. Resolution on the number of members of the Board of Directors

Shareholders with a collective share of more than 50% 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.

1. Election of the members of the Board of Directors

Shareholders with a collective share of more than 50% of the company’s shares
and votes have proposed that Kari Juutilainen, Jussi Vienola, Kristina Vienola
and Lauri Sipponen be elected to the company’s Board of Directors.

1. Resolution of the remuneration of the Auditors

According to the 8 § of the Articles of Association, Wulff Group Plc has one to
two auditors and the auditors are appointed until further notice. The Board of
Directors proposes to the Annual General Meeting that the reimbursements to the
Auditors are paid on the basis of reasonable invoicing.

1. Election of auditor

The Board of Directors proposes that BDO Oy, Authorized Public Accountants
Organization, be elected as the Company’s auditor. BDO Oy has informed that the
auditor with principal responsibility will be Juha Selänne, Authorized Public
Accountant.

1. 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 April 30, 2022. The authorization
encompasses the acquisitions of the own shares through the public trading
arranged by NASDAQ 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.

1. 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 April 30, 2022.
The authorization entitles the Board to deviate from shareholders' pre-emptive
rights as provided in the law (private placement). The authorization 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 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.

1. 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 Wulff
Group Plc’s website: www.wulff.fi/en. Wulff Group Plc’s Annual Report, including
the Financial Statements, the Report of the Board of Directors and the Auditor’s
Report, as well as the Remuneration Report, are available on the above-mentioned
website by 10.00 am on Thursday March 11, 2021. Copies of the Board of
Directors’ proposals and of the Financial Statements will be sent to
shareholders upon request. The minutes of the Annual General Meeting will be
viewable on the website by Thursday April 22, 2021.

C) INSTRUCTIONS FOR PARTICIPANTS IN THE ANNUAL GENERAL MEETING

To limit the spread of the Covid-19 pandemic, this Annual General Meeting is
being arranged in such a way that neither the shareholders nor their
representatives can come to the physical meeting place. The company’s
shareholders and their representatives may participate in the meeting and
exercise their shareholder rights solely by voting in advance and by presenting
(with consideration given to Temporary Law 2.10.2020/677) their counterproposals
and questions in advance.

1. Advance registration and voting of shareholders included in the shareholder
   register

The right to attend the Annual 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 Thursday March 25, 2021. Any shareholder whose shares have been
entered in his/her personal Finnish book-entry account has been registered in
the company’s shareholder register.

Registration and advance voting will begin on March 17, 2021 at 9.00 am,
following the deadline for submission of counterproposals to be considered in
the voting and after the company has published any counterproposals to be
considered in the voting on the company’s website. Any shareholder who is
included in the company’s shareholder register and wishes to participate in the
Annual General Meeting must register for the meeting, and vote in advance, by no
later than Tuesday April 6, 2021 at 10.00 am – the registration and votes need
to have been received by that time.

Shareholders who have a Finnish book-entry account may register and vote in
advance by post or e-mail. A shareholder must submit the advance-voting form,
available at the company’s website https://www.wulff.fi/en/investors/board-and
-corporate-governance/annual-general-meeting/, by post – to the address Wulff
Group Plc, Annual General Meeting, Kilonkartanontie 3, 02610 Espoo – or by e
-mail to investors@wulff.fi.  Submission of votes prior to the deadline for
registration and advance voting will be regarded as equivalent to registration
for the Annual General Meeting, with the provision that the shareholder’s
message must contain the information required for registration that is mentioned
in the advance voting form.

In the registration process, it is necessary to present the requested
information, such as the shareholder’s individual identifying information and
contact details. Personal information provided by shareholders as part of the
registration process will only be used in connection with the Annual General
Meeting and in the processing of necessary registrations associated with this
meeting.

Additional information will also be available during the registration period by
phone, at +358 40 552 8492, on weekdays between 9:00 am and 4:00 pm.

1. Proxy representative and powers-of-attorney

A shareholder may participate in the Annual General Meeting and exercise his/her
rights there by means of a proxy representative. A representative authorised by
a shareholder may also participate in the meeting simply by voting in advance
(in the manner described above) on the shareholder’s behalf.

A shareholder-authorised proxy representative must present a power-of-attorney
document, marked with the date, or must demonstrate in some other trustworthy
manner that he/she is entitled to represent the shareholder. If a shareholder
participates in the Annual General Meeting through multiple proxy
representatives, who represent the shareholder with respect to different
securities accounts containing his/her shares, then in the registration process,
it must be stated on the basis of which shares each proxy representative is
representing the shareholder.

It is requested that any power-of-attorney proxy documents be submitted by post
— to the address Wulff Group Plc, Annual General Meeting, Kilonkartanontie 3,
02610 Espoo — or sent by e-mail to investors@wulff.fi. Power-of-attorney proxy
documents must be submitted before the registration deadline is reached and must
be received by that deadline.

1. 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 Euroclear Finland Ltd by
the Annual General Meeting reconciliation date March 25, 2021. An additional
precondition for participation is that the shareholder be temporarily
registered, on the basis of the aforementioned shares, in the shareholder
register maintained by Euroclear Finland Ltd, by no later than April 1, 2021 at
10.00 am. With respect to nominee-registered shares, this shall be regarded as
constituting registration for the Annual General Meeting.

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.

1. Making of counterproposals in response to proposed decisions, and submission
   of questions in advance

Shareholders who, in the manner referred to in the Temporary Law, hold at least
one hundredth of the company’s total shares will be entitled to make
counterproposals, for consideration in the voting, to proposed decisions on the
agenda for the Annual General Meeting. Such counterproposals must be e-mailed to
the company at investors@wulff.fi, by 4.00 pm on March 15, 2021. When submitting
their counterproposals, shareholders must provide a report clarifying their
shareholdings. A counterproposal will be accepted for consideration at the
Annual General Meeting as long as the shareholder has the right to participate
in this meeting, has registered for the meeting, and as of the reconciliation
date for the meeting, still owns at least one hundredth of the company’s total
shares. If a counterproposal is not accepted for consideration at the Annual
General Meeting, the votes cast in favour of the counterproposal will not be
taken into account. The company will publish any counterproposals that are to be
considered in the voting on its website, at www.wulff.fi/en/investors/board-and
-corporate-governance/annual-general-meeting, by March 16, 2021.

A shareholder may present questions, such as are referred to in Chapter 5,
Section 25 of Finland’s Limited Companies Act, regarding matters on the meeting
agenda, by e-mailing them to sijoittajat@wulff.fi by March 22, 2021. Such
shareholder questions, the company’s response to them, and any other
counterproposals besides those accepted for consideration in the voting, will be
viewable on the company’s website at www.wulff.fi/en/investors/board-and
-corporate-governance/annual-general-meeting/ by no later than March 26, 2021.
To be able to pose questions, a precondition is that the shareholder must
present a report clarifying his/her shareholdings if requested.

OTHER INFORMATION

On the date of the meeting invitation, Wulff Group Plc has a total of 6,907,628
shares, which confer an equal number of votes.

The videotaped CEO’s briefing from the Annual General Meeting will be available
for viewing on April 8, 2021 at approximately 1.00 pm, after the Annual General
Meeting concludes, on the webpage www.wulff.fi/en/investors/board-and-corporate
-governance/annual-general-meeting/. Shareholders are hereby asked to remember
that the videotaped briefing will only be produced if arrangements can be made
to do so without breaching the public ordinances and restrictions issued to
counteract the Covid-19 pandemic.

Additional information on these matters can also be found at the company’s
website: www.wulff.fi/en.

In Espoo on March 10, 2021

WULFF GROUP PLC

BOARD OF DIRECTORS

Further information:

CEO Elina Pienimäki

tel. +358 40 647 1444

e-mail: elina.pienimaki@wulff.fi

DISTRIBUTION:

NASDAQ OMX Helsinki Oy

Key media

www.wulff.fi/en

A better world – one workplace at a time. Wulff’s goal is the perfect workday!
We make better work environments possible and create a workplace for wherever
you happen to be today. Healthier, safer, cosier, more pleasant, more efficient,
more functional, more versatile? How would you like to improve your workday and
working environment? At Wulff, you will find a solution. We offer, among other
things: hygiene products, protective and safety products, air purification,
workplace products, cafeteria supplies, property maintenance and cleaning
products, office and IT supplies, ergonomics, first aid, and innovative products
for construction sites. We can also provide international fair services. In
addition to Finland, the Wulff Group also operates in Sweden, Norway and
Denmark. Learn more about our products and services at
wulff.fi/en (https://www.wulff.fi/en).

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