Decisions taken by NoHo Partners Plc’s Annual General Meeting
NoHo Partners Plc, Stock Exchange Release, 10 April 2024 at 12:20 EET
Decisions taken by NoHo Partners Plc’s Annual General Meeting
NoHo Partners Plc’s Annual General Meeting (AGM) was held today on 10 April 2024 in Tampere. The meeting adopted the Financial Statements, the Board of Directors’ Report and the Auditor’s Report for the year 2023, and discharged the members of the Board of Directors as well as the CEO from liability for the financial year 2023. In addition, the AGM made an advisory decision on the adoption of the Remuneration Policy and the Remuneration Report for the governing bodies.
Dividend
The AGM approved the Board of Directors’ proposal that a dividend of EUR 0.43 (0.40) per share shall be paid based on the adopted balance sheet of the financial period ending on 31 December 2023. The dividend shall be paid in three instalments. The first instalment of EUR 0.14 per share shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the dividend record date 8 May 2024. The payment date for this instalment is 16 May 2024.
The second instalment of EUR 0.14 per share shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the dividend record date 8 August 2024. The payment date for this instalment is 15 August 2024.
The third instalment of EUR 0.15 per share shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the dividend record date 7 November 2024. The payment date for this instalment is 14 November 2024.
Composition and remuneration of the Board of Directors
In accordance with the proposal made by the Nomination and Remuneration Committee, the AGM decided that the number of members of the Board of Directors shall be six.
The AGM resolved that Timo Laine, Mika Niemi, Petri Olkinuora and Kai Seikku shall be re-elected as members and Timo Mänty and Maarit Vannas shall be elected as new members of the Board of Directors for a term of office ending at the close of the Annual General Meeting 2025.
The AGM elected Timo Laine as Chairman of the Board and Timo Mänty as Vice-Chairman of the Board.
The AGM resolved that the remuneration to the members of the Board of Directors is paid as follows: the annual remuneration of the chairperson of the Board of Directors is EUR 60,000, the annual remuneration of the deputy chairperson is EUR 45,000 and the annual remuneration of the other members of the Board is EUR 30,000. No separate attendance allowances will be paid. As an exception to the aforementioned, a separate remuneration per meeting shall be paid to the persons elected to the committees as follows: to the chairperson EUR 1,000 and to the members EUR 500. Travel expenses are reimbursed in accordance with the company’s travel rules.
Auditor
The AGM appointed the audit firm Ernst & Young Oy, which has informed the company that Juha Hilmola, APA, will serve as the responsible auditor, as the company’s Auditor until the end of the company's next AGM. Ernst & Young was also appointed to act as the sustainability reporting assurance provider of the company. In accordance with the Board of Director’s proposal, the AGM decided that the Auditor shall be reimbursed against invoice approved by the Company.
Authorisation to repurchase own shares
The AGM withdrew previous unused authorisations to acquire the company’s own shares and authorised 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 are to be acquired in public trading arranged by Nasdaq Helsinki Ltd, due to which the purchase will take place in directed manner, i.e. otherwise than in proportion to the shareholdings of the shareholders, and the consideration paid for the shares will be the market price of NoHo Partners Plc’s shares at the time of the purchase. Shares are to be acquired to be used to finance or implement potential mergers or acquisitions or other arrangements, to implement the company’s incentive schemes or for other purposes decided by the company’s board of directors. The maximum number of shares that can be acquired corresponds to approximately 3.8% of all of the shares and votes in the company calculated based on the number of shares on the date of the notice convening the Annual General Meeting.
The Board of Directors will decide upon other terms related to the repurchase of company shares.
The authorisation remains in force until the end of the next Annual General Meeting, but for no more than 18 months from the Annual General Meeting’s resolution on the authorisation.
Authorisation on the issuance of shares and/or the issuance of option rights and other special rights entitling to shares
The AGM withdrew previous share issue authorisations and authorised the Board of Directors to decide on the issuance of shares and/or the issuance of option rights or other special rights entitling to shares as follows:
The maximum number of shares to be issued pursuant to the authorisation in one or more tranches is 3,000,000, corresponding to approximately 14.3% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the Annual General Meeting.
The share issue and/or issue of option rights or other special rights can be carried out in deviation from the shareholders’ pre-emptive subscription right (directed 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 1.3% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the Annual General Meeting.
Under the authorisation, the Board of Directors may issue either new shares or treasury shares. The Board of Directors would be authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights.
The authorisation remains valid until the end of the next Annual General Meeting, but for no more than 18 months from the Annual General Meeting’s resolution on the authorisation.
Additional information
Sanna Sandvall, Head of IR & Communications, tel. +358 40 760 0794
NoHo Partners Plc
NoHo Partners Plc is a Finnish group established in 1996, and it specialises in restaurant services being the creative innovator of the Northern European restaurant market. The company was listed in Nasdaq Helsinki in 2013 becoming the first Finnish listed restaurant company, and it has continued to grow strongly throughout its history.
The Group companies include some 300 restaurants in Finland, Denmark, Norway and Switzerland. The well-known restaurant concepts include Elite, Savoy, Teatteri, Sea Horse, Stefan’s Steakhouse, Palace, Löyly, Friends & Brgrs, Campingen, Cock’s & Cows and Holy Cow!. Depending on the season, NoHo Partners employs approx. 2,800 people converted into full-time employees, and in 2023, company’s turnover amounted to approx. MEUR 370. NoHo Partners’ vision is to be the leading restaurant company in Northern Europe. More information is available at noho.fi/en.