Wulff-Yhtiöt Oyj — Proxy Solicitation & Information Statement 2018

Mar 15, 2018

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   15.3.2018 at 9.05 A.M.

The Shareholders of Wulff Group Plc are invited to the Annual General Meeting to
be held on Thursday April 5, 2018 at 12 P.M. at Vanha Ylioppilastalo (Old
Student House), Music hall, Mannerheimintie 3, 00100 Helsinki, Finland.
Reception of attendees will begin at 11.30 A.M.

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 2017; 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 of Wulff Group Plc proposes to the Annual General Meeting
that a dividend of EUR 0.05 per share be paid for the financial year 2017. 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 9, 2018.
The Board proposes to the Annual General Meeting that the dividend be paid on
Wednesday April 18, 2018.

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

2. Resolution on the remuneration of the members of the Board of Directors

The Board of Directors proposes that members of the Board of Directors will
receive a monthly fee of EUR 1,250.

1. 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 shall be four.

1. 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 people be elected to the Board of Directors: Ari
Pikkarainen, Kari Juutilainen, Jussi Vienola, and Kristina Vienola.

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 for the financial period 2018.
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 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, 2019. 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.

1. Authorizing the Board of Directors to decide on a share issue and the
   special entitlement of the shares
   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 April 30, 2019.
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.

1. Closing of the meeting

B) DOCUMENTS OF THE ANNUAL GENERAL MEETING

The above-mentioned proposals of the Board of Directors relating to the agenda
of the Annual General Meeting and this notice are available on Wulff Group Plc’s
website at www.wulff-group.com. Wulff Group Plc’s Annual Report, including the
Financial Statements, the Report of the Board of Directors and the Auditor’s
Report, are available on the above-mentioned website by Thursday March 15, 2018.
The Board’s proposals and the Financial Statements are also available at the
meeting and copies of them will be sent to shareholders upon request. The
minutes of the meeting will be available on the above-mentioned website by
Thursday April 19, 2018.

C) Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

The right to attend at 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 22, 2018. 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 Annual General Meeting shall register for the meeting no later than on
Thursday March 29, 2018 either by:

• email: investors@wulff.fi
• telephone: +358 300 870 414
• regular mail: Wulff Group Plc, Annual 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 Annual General Meeting has the right to request
information with respect to the matters to be considered at the meeting.

1. Proxy representative and powers of attorney

A shareholder may participate in the Annual 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.

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 those shares that would allow him/ her to
be registered in the shareholders’ register of the Company held by Euroclear
Finland Ltd on Thursday March 22, 2018. A holder of nominee registered shares
wishing to participate in the Annual General Meeting shall be temporarily
registered into the shareholders' register of the company kept by Euroclear
Finland Ltd at the latest on Thursday March 29, 2018 by 10.00 A.M. The
shareholder who wishes to participate in the Annual General Meeting shall
contact the company no later than Thursday March 29, 2018. 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 Annual 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 Annual 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.

Other information

On the date of the Notice to the Annual General Meeting, the total number of
shares and votes in Wulff Group Plc is 6,607,628.

In Vantaa on March 15, 2018.

WULFF GROUP PLC
BOARD OF DIRECTORS

Further information:
CEO Heikki Vienola
tel. +358 300 870 414 or mobile: +358 50 65 110
e-mail: heikki.vienola@wulff.fi

DISTRIBUTION:
NASDAQ OMX Helsinki Oy
Key media
www.wulff-group.com

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