Decisions of NoHo Partners Plc's Annual General Meeting
NoHo Partners Plc
STOCK EXCHANGE RELEASE 24 APRIL 2019 at 16:50
Decisions of NoHo Partners Plc's Annual General Meeting
NoHo Partners Plc's Annual General Meeting was held today 24 April 2019 in Tampere. The meeting confirmed the 2018 financial statements and discharged the company's management from liability. The meeting decided that, based on the balance sheet confirmed for the financial period that ended on 31 April 2018, a dividend of EUR 0.34 per share will be paid. The dividend will be paid on 9 May 2019. The Annual General Meeting decided that the Board of Directors will comprise seven (7) members and elected Ernst & Young Ltd as the company's auditor.
The meeting was opened by Chairman of the Board of Directors Timo Laine, attorney Heli Piksilä-Rantanen chaired the meeting, and attorney Hannu Selin acted as Secretary.
DECISIONS OF THE GENERAL MEETING
Financial statements
The meeting adopted NoHo Partners Plc's financial statements and discharged the members of the Board of Directors and the CEOs from liability for the 2018 financial period.
Dividend
The Board of Directors decided that, based on the balance sheet adopted for the financial period that ended on 31 December 2018, a dividend of EUR 0.34 per share will be paid. The dividend record date is 26 April 2019, and the dividend payment date is 9 May 2019.
Board of Directors
The meeting decided that the number of members of the Board of Directors will be seven (7). As members of the Board, the meeting re-elected current members of the Board Timo Laine, Petri Olkinuora, Mikko Aartio, Mika Niemi, Tomi Terho and Saku Tuominen and Mia Ahlström, as a new member of the Board, to serve until the end of the next Annual General Meeting. The meeting elected Timo Laine as Chairman of the Board and Petri Olkinuora as Vice-Chairman.
The Annual General Meeting decided that the payment of remuneration and travel expense reimbursements to the members of the Board of Directors would be as follows until the following Annual General Meeting: annual remuneration to the Chairman of the Board will be EUR 25,000, to the Vice-Chairman EUR 20,000 and to other members EUR 10,000. Separate attendance allowances are not paid. Travel expenses will be reimbursed in accordance with the company's travel rules.
Auditor
The Annual General Meeting re-elected as auditor Ernst & Young Ltd, a firm of authorised public accountants, until the end of the next Annual General Meeting. Juha Hilmola, APA, will act as the company's responsible auditor. In accordance with the Board's proposal, the meeting decided that the auditor's remuneration will be paid based on a reasonable invoice approved by the company.
Authorisation to purchase the company's own shares
The Annual General Meeting decided to 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.
The authorisation will expire at the end of the 2020 Annual General Meeting, however no later than 18 months of the Annual General Meeting's authorisation decision.
Authorisation to decide on share issue
The meeting decided, as proposed by the Board of Directors, to authorise the Board of Directors to decide on a share issue under the following terms:
With this authorisation, the Board may decide to issue a maximum of 2,000,000 new shares, and to transfer no more than 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 incentive 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 was authorised to decide on the other matters related to share issues.
The Share Issue Authorisation will 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.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting are available to shareholders at the NoHo Partners Plc head office (Hatanpään valtatie 1 B, FI-33100 Tampere) and on the company's website at https://www.noho.fi/en/investors/general-meeting/annual-general-meeting-2019/ on 8 May 2019 or sooner.
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 was MEUR 323.2 and EBITDA MEUR 28.4. Depending on the season, the Group employs approximately 4,000 people 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