Decisions by NoHo Partners Plc's Annual General Meeting
NoHo Partners Plc
STOCK EXCHANGE RELEASE 27 April 2022 at 12:30
DECISIONS BY NOHO PARTNERS PLC’S ANNUAL GENERAL MEETING
NoHo Partners Plc’s Annual General Meeting was held in Tampere today, 27 April 2022. In addition to attending the meeting, the shareholders were offered the opportunity to vote in advance on certain items on the agenda of the Annual General Meeting and to ask questions on the agenda of the Annual General Meeting via the company's website. The shareholders also had the opportunity to watch the Annual General Meeting via a webcast.
The AGM approved all of the proposals submitted to the AGM and approved the Remuneration Report. The AGM adopted the financial statements for 2021 and discharged the company’s management from liability for the financial period 1 January 2021–31 December 2021. The AGM decided that, based on the balance sheet adopted for the financial period that ended on 31 December 2021, no dividends will be distributed. The AGM decided that the Board of Directors comprise six (6) members and selected Ernst & Young Oy as the company’s auditor.
DECISIONS BY THE ANNUAL GENERAL MEETING
Financial statements and discharge from liability
The AGM adopted NoHo Partners Plc’s financial statements and discharged the members of the Board of Directors, the CEO and the Deputy CEO from liability for the 2021 financial period.
Dividend
The AGM decided that no dividends will be distributed for the financial period that ended on 31 December 2021.
Remuneration Report for Governing Bodies
The AGM approved the company’s Remuneration Report for Governing Bodies for 2021.
Board of Directors
The AGM decided that the number of members of the Board of Directors will be six (6). The AGM decided that the current members of the Board of Directors, Timo Laine, Petri Olkinuora, Mika Niemi and Mia Ahlström, be re-elected as members of the Board of Directors and Yrjö Närhinen and Kai Seikku be elected as new members of the Board of Directors for a term of office concluding at the end of the first AGM following the election. The AGM elected Timo Laine as Chairman of the Board of Directors and Yrjö Närhinen as Vice-Chairman.
The AGM decided that, for the term of office concluding at the end of the first AGM following their election, the annual remuneration of the Chairman of the Board of Directors be EUR 40,000, the Vice-Chairman EUR 30,000 and the other members of the Board of Directors EUR 20,000.
No separate attendance allowances will be paid. As an exception to the above, if the Board of Directors decides to establish separate committees, a separate remuneration per meeting will be paid to the persons elected to the committee as follows: to the Chairman EUR 800 and to the members EUR 400.
Travel expenses will be reimbursed in accordance with the company’s travel rules.
Auditor
The AGM selected Ernst & Young Oy, a firm of authorised public accountants, as the company’s auditor for a term of office concluding at the end of the first AGM following the selection. Juha Hilmola, APA, will act as the company’s responsible auditor.
In accordance with the Board of Directors’ proposal, the AGM decided that the auditor’s remuneration will be paid based on the invoice approved by the company.
Authorisation to purchase the company’s own shares
The AGM decided to withdraw the previous unused authorisations to purchase the company’s own shares and authorise the Board of Directors to decide upon the purchase of a maximum of 800,000 of the company’s own shares in one or several tranches using the company’s unrestricted equity under the following conditions:
The shares shall be purchased in public trading organised by Nasdaq Helsinki Oy and, therefore, the purchase takes place by private placing and not in proportion to the shares owned by the shareholders, and the consideration to be paid for the shares shall be the market price of NoHo Partners Plc’s share at the time of purchasing. The shares shall 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 per cent of all the shares and votes of the company calculated using the share count on the publication date of the notice of the AGM.
The Board of Directors shall decide on the other matters related to the purchase of treasury shares.
The authorisation will remain in force until the end of the next AGM, but for no more than 18 months from the AGM’s resolution on the authorisation.
Authorisation to decide on issuance of shares and/or the issuance of option rights and other special rights entitling to shares
The AGM decided to withdraw previous share issue authorisations and authorise the Board of Directors to decide on the issuance of shares and/or option rights or other special rights entitling to shares as follows:
Under the authorisation, a maximum total of 3,000,000 shares may be issued in one or more tranches, corresponding to approximately 15.6 per cent of all of the company’s registered shares calculated using the share count on the publication date of the notice of the Annual General Meeting.
Share issues and/or the issue of option rights or other special rights can be carried out in deviation from the shareholders’ pre-emptive subscription right (special share issue).
The authorisation can be used, for example, to implement mergers or acquisitions or financing arrangements, to develop the company’s equity structure, to improve the liquidity of the company’s shares, to implement the company’s incentive schemes or for other purposes decided by the company’s Board of Directors. Under the authorisation, a maximum of 281,828 shares may be issued for the implementation of the company’s incentive schemes, which corresponds to approximately 1.5% of all registered shares in the company on the date of the notice convening the AGM.
Under the authorisation, the Board of Directors may issue new shares or transfer shares held by the company. The Board of Directors is authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights.
The authorisation will remain in force until the end of the next AGM, but for no more than 18 months from the AGM’s resolution on the authorisation.
Minutes of the Annual General Meeting
The Minutes of the Annual General Meeting will be available to the shareholders at the NoHo Partners Plc head office, at the address Hatanpään valtatie 1 B, 33100 Tampere, Finland, and on the company's website at https://www.noho.fi/en/investors/annual-general-meeting-2022 no later than 11 May 2022.
Additional information:
Aku Vikström, CEO, NoHo Partners Plc, tel. +358 44 235 7817
Jarno Suominen, Deputy CEO, NoHo Partners Plc, tel. +358 40 721 5655
Distribution:
Nasdaq Helsinki
Major media
www.noho.fi/en
NoHo Partners Plc is a Finnish Group specialising in restaurant services which was established in 1996. The company, which was listed on NASDAQ Helsinki in 2013 and which became the first Finnish listed restaurant company, has continued to grow strongly throughout its history. The Group companies include some 250 restaurants in Finland, Denmark and Norway. The well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Stefan’s Steakhouse, Palace, Löyly, Hanko Sushi, Friends & Brgrs and Cock’s & Cows. Depending on the season, the Group employs approximately 2,100 people converted into full-time employees. The company aims to achieve a turnover of approximately MEUR 400 by the end of 2024. The company’s vision is to be the leading restaurant company in Northern Europe.
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