NoHo Partners Plc
STOCK EXCHANGE RELEASE 29 MARCH 2019 at 8:00
NOTICE OF NOHO PARTNERS PLC'S ANNUAL GENERAL MEETING
Notice is hereby given to the shareholders of NoHo Partners Plc to the Annual General Meeting to be held on Wednesday 24 April 2019 starting at 3:00 pm in Tampere Hall at Yliopistonkatu 44, 33100 Tampere. The reception of those registered for the meeting, distribution of voting tickets and coffee catering will begin at 2:00 pm.
A. Matters on the agenda of the General Meeting
The following topics will be discussed at NoHo Partners Plc's Annual General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons scrutinising the minutes and supervising vote-counting
4. Recording the legality of the meeting
5. Recording those present and confirming the voters list
6. Presentation of the 2018 financial statements, annual report, and auditor's report
-- Review by the CEO
7. Adoption of the financial statements
8. Deciding on the allocation of profit shown on the balance sheet and dividend distribution
The Board of Directors proposes that a per-share dividend of EUR 0.34 be paid, based on the company's adopted balance sheet for the financial period that ended 31 December 2018. The dividend will be paid to shareholders who on the dividend record date, 26 April 2019, are registered in the company's shareholders' register held by Euroclear Finland Oy. The Board of Directors proposes that the dividends be paid on 9 May 2019.
9. Deciding on the discharge from liability for the members of the Board of Directors and the CEOs
10. Deciding on the remuneration and travel expenses of the members of the Board of Directors
According to information received by the Board of Directors, shareholders who in total represent some 55.1% of all the company's shares and votes have announced to the company that they will propose to the Annual General Meeting that the annual remuneration of the Chairman of the Board of Directors be EUR 25,000, that it be EUR 20,000 for the Vice-Chairman and EUR 10,000 for the other members of the Board of Directors. Separate attendance allowances are not paid. It is proposed that travel expenses be reimbursed in accordance with the company's travel rules.
11. Deciding on the number of the members of the Board of Directors
The shareholders who in total represent some 55.1% of all the company's shares and votes have announced to the company that they will propose to the Annual General Meeting that the Board of Directors comprise six (6) members.
12. Election of the Chairman, Vice-Chairman and the members of the Board of Directors
The shareholders who in total represent some 55.1% of all the company's shares and votes have announced to the company that they will propose to the Annual General Meeting that all the current members of the Board of Directors, Timo Laine, Petri Olkinuora, Mikko Aartio, Mika Niemi, Tomi Terho and Saku Tuominen, be elected as members of the Board of Directors for the term of office that expires at the end of the first Annual General Meeting following the election. The aim is to reinforce the composition of the Board of Directors by the Annual General Meeting.
In addition, the aforementioned shareholders have announced that they will propose that Timo Laine be elected as Chairman of the Board of Directors and Petri Olkinuora as Vice-Chairman.
All proposed persons have given their consent to the appointments.
13. Deciding on the auditor's remuneration
The Board of Directors proposes that the remuneration paid to the auditor be based on a reasonable invoice approved by the company.
14. Selection of auditor
The shareholders who in total represent some 55.1% of all the company's shares and votes have announced to the company that they will propose to the Annual General Meeting that Ernst & Young Oy, an APA-accredited firm, be selected as the auditors until the end of the next Annual General Meeting. Ernst & Young Oy has notified that Juha Hilmola, APA, will act as the responsible auditor.
15. Authorising the Board of Directors to make a decision on the purchase of the company's own shares
The Board of Directors proposes that the Annual General Meeting authorise the Board to decide on using the company's unrestricted equity to purchase no more than 800,000 of the company's own shares in one or several tranches, taking into account the stipulations of the Limited Liability Companies Act regarding the maximum number of shares in possession of the company and under the following terms:
The company's own shares shall be purchased with the funds from the company's unrestricted equity, decreasing the distributable profits of the company. The shares shall be purchased in trading on the regulated market in the Helsinki Stock Exchange, and therefore the purchase takes place by private placing and not in relation to the shares owned by the shareholders. The sum paid for the shares is the price announced on the acquisition day for NoHo Partners Plc's shares on the regulated market on the stock list of Helsinki Stock Exchange. The shares are purchased in trading organised by Nasdaq Helsinki Ltd in accordance with its rules and regulations. The shares can be purchased for financing or carrying out possible corporate acquisitions or other arrangements, to implement incentive schemes within the company, or for other purposes decided upon by the Board of Directors. The maximum amount of the shares to be purchased is equivalent to approximately 4.2% of all the shares and votes of the company calculated using the share count on the publication date of the notice of the Annual General Meeting, so the purchase of the shares does not have a significant influence on the share ownership and the distribution of voting rights in the company.
The Board of Directors shall decide on the other matters related to the purchase of the company's own shares.
It is proposed that the authorisation expire at the end of the 2020 Annual General Meeting, however no later than 18 months of the Annual General Meeting's authorisation decision.
16. Authorising the Board of Directors to decide on a share issue
The Board of Directors proposes that the Annual General Meeting, revoking previous authorisations to issue shares, authorise the Board of Directors to decide on the issue of up to 2,000,000 new shares, and on the assignment of up to 800,000 of the company's own shares held by the company ("Share Issue Authorisation").
The new shares can be issued and the company's own shares held by it can be assigned in one or more instalments, either with or without payment. The new shares can be issued and the company's own shares held by it can be assigned to company shareholders in proportion to the company shares that they already own or, deviating from the shareholders' pre-emptive right, in a special share issue if, from the company's perspective, there is a justified financial reason for it, such as the financing or implementation of corporate acquisitions or other arrangements, development of the company's equity structure, improvement of share liquidity or the implementation of company incentives schemes. The issue of new shares or transfer of the company's own shares held by the company can also take place against apport property or by using a claim for the company held by the subscriber to redeem the amount to be paid for the issue price or the price to be paid for the shares. A special issue may only be arranged without payment if a justified financial reason exists in terms of the overall benefit of the company and all of its shareholders.
The Board of Directors will decide on all other matters related to share issues.
It is proposed that the Share Issue Authorisation expire at the end of the 2020 Annual General Meeting, however no later than 18 months from the Annual General Meeting's Share Issue Authorisation decision.
17. Closing of the General Meeting
B. Documents of the General Meeting
The aforementioned decision proposals on the agenda of the Annual General Meeting and this notice are available on NoHo Partners Plc's website at www.noho.fi. NoHo Partners Plc's financial statements documents will be available starting from no later than 29 March 2019 on the company's website and available to the shareholders at the NoHo Partners Plc head office, at the address Hatanpään valtatie 1 B, 33100 Tampere, Finland.
The decision proposals and financial statements documents are also available at the General Meeting and copies of them and of this notice will be sent to the shareholders on request.
C. Instructions for the attendees of the Annual General Meeting
1. Shareholder entered in the shareholders' register
Each shareholder who on 10 April 2019 is registered in the shareholders' register of the company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares have been entered on his/her personal Finnish book-entry securities account is listed on the company's shareholders' register.
A shareholder who is registered in the shareholders' register of the company and who wishes to participate in the Annual General Meeting must register for the meeting no later than on 15 April 2019 at 4:00 pm, by which time the notice of registration must have been received. The registration starts on 29 March 2019 at 10:00 am.
The registration for the Annual General Meeting can also take place via NoHo Partners Plc's website at www.noho.fi, by sending a letter to the address NoHo Partners Plc, Annual General Meeting, Hatanpään valtatie 1 B, 33100 Tampere, Finland or by telephone Mon-Fri 10:00 am-4:00 pm to number +358 10 4233 204.
In connection with the registration, a shareholder shall give his/her name, personal identification number or business ID, address, telephone number and the name and personal identification number of any assistants, authorised representatives or statutory representatives. The personal data given to NoHo Partners Plc by shareholders shall be used only in connection with the General Meeting and the necessary management of the registrations.
The shareholder, his/her representative or authorised representative shall, when necessary, be able to prove his/her identity and the right of representation at the General Meeting.
2. Authorised representative and powers of attorney
A shareholder may use an authorised representative to exercise his/her rights at the General Meeting.
A shareholder's authorised representative must produce a dated power of attorney or otherwise prove in a reliable manner that he/she is authorised to represent the shareholder. If a shareholder participates in the General Meeting by means of several authorised representatives who represent him/her through shares held at different book-entry accounts, the shareholder must in connection with registration for the General Meeting identify the shares on the basis of which each authorised representative represent him or her.
Any powers of attorney should be delivered in original to the address NoHo Partners Plc, General Meeting, Hatanpään valtatie 1 B, 33100 Tampere, Finland, before the registration period closes.
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she would be entitled to be listed in the shareholders' register held by Euroclear Finland Oy on 10 April 2019. The right to participate requires, in addition, that the shareholder on the basis of these shares has been temporarily registered in the shareholders' register held by Euroclear Finland Oy by 17 April 2019 at 10:00 am. As regards nominee-registered shares, this is considered due registration for the General Meeting.
A holder of nominee-registered shares is advised to request from his/her custodian bank well in advance the necessary instructions regarding the registration in the temporary shareholders' register, the issuing of powers of attorney and registration for the General Meeting. The account management organisation of the custodian bank must register a holder of nominee-registered shares who wants to participate in the Annual General Meeting temporarily into the shareholders' register of the company no later than by the time stated above.
4. Other information
In accordance with Section 25 of Chapter 5 of the Limited Liability Companies Act, shareholders present at the General Meeting have the right to present questions on the matters discussed at the meeting.
On the date of this notice, the total number of NoHo Partners Plc's shares and votes is 18,892,347, and its subsidiary holds 43,500 of NoHo Partners Plc's own shares.
The General Meeting will be held in Finnish.
We welcome all shareholders to the General Meeting.
Tampere, 29 March 2019
NoHo Partners Plc
Board of Directors
Additional information:
Aku Vikström, CEO, tel. +358 44 011 1989
Jarno Suominen, CFO, tel. +358 40 721 5655
Distribution:
NASDAQ Helsinki
Major media
www.noho.fi
NoHo Partners Plc is a Finnish group established in 1996, specialising in restaurant services and labour hire. The company, which was listed on NASDAQ Helsinki in 2013 and became the first Finnish listed restaurant company, has continued to grow strongly throughout its history. The Group companies include over 200 restaurants in Finland and Denmark. Well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Yes Yes Yes, Stefan's Steakhouse, Palace, Löyly, Hanko Sushi and Cock's & Cows. In 2018, NoHo Partners Plc's net sales were MEUR 323.2 and EBITDA MEUR 28.4. Depending on the season, the Group employs approximately 4,000 people when converted into full-time workers. NoHo Partners Plc's subsidiary Smile Henkilöstöpalvelut Oyj employed approximately 10,000 people during the 2018 financial period.
NoHo Partners corporate website: www.noho.fi
NoHo Partners consumer websites: www.ravintola.fi and www.royalravintolat.fi
Smile Henkilöstöpalvelut: www.smilepalvelut.fi