Notice of NoHo Partners Plc's Annual General Meeting
NoHo Partners Plc
STOCK EXCHANGE RELEASE 26 MAY 2020 at 8:00
NOTICE OF NOHO PARTNERS PLC’S ANNUAL GENERAL MEETING
The shareholders of NoHo Partners Plc are invited to the annual general meeting, which will be held on Tuesday 16 June 2020 starting at 15:00 at the Tampere Hall at the address Yliopistonkatu 55, 33100 Tampere. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 14:30.
NoHo Partners Plc’s goal is to ensure the safety of its shareholders during the coronavirus pandemic. In order to reduce the risk of infection, the following measures are being taken at the general meeting:
- Presentations and addresses will be kept short.
- The participation of the members of the company’s board of directors and management will be kept to a minimum.
- There will be no catering at the meeting and the traditional general meeting gifts will not be distributed.
- Shareholders who have a Finnish book-entry account will have the opportunity to vote in advance on certain items of the agenda of the general meeting through the company’s website.
- Shareholders will have the opportunity to submit questions in advance concerning the items on the agenda of the general meeting.
- Shareholders will have the opportunity to appoint a proxy representative designated by the company as their proxy.
- Shareholders will have the opportunity to watch the general meeting via an online broadcast.
More information on advance voting, submitting questions in advance, appointing a proxy representative designated by the company and watching the general meeting via an online broadcast is available below in section C. Instructions for Participants in the General Meeting.
Due to the coronavirus situation, the company asks that all of its shareholders give serious consideration to whether it is necessary for them to participate in the general meeting in person at the meeting venue.
The company’s largest shareholders Laine Capital Oy, Mika Niemi and PIMU Capital Oy, whose shareholdings entitle them to votes representing a total of over 49% of all of the votes in the company, have announced in advance that they support the proposed resolutions on the agenda for the general meeting included in the notice convening the general meeting.
NoHo Partners Plc is monitoring the development of the coronavirus situation and is following the instructions of the Finnish authorities and, if necessary, will update the arrangements described in this notice. General meeting participants are asked to monitor the company’s website at www.noho.fi/en/investors/annual-general-meeting-2020 for potential changes.
A. Matters on the Agenda of the General Meeting
At NoHo Partner’s Plc’s annual general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinise 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 financial statements, the report of the board of directors and the auditor’s report for the year 2019
Presentation of the review of the CEO
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and on payment of dividends
The board of directors proposes that no dividends be distributed for the 2019 financial period.
9. Resolution on the discharge of the members of the board of directors and the CEO from liability
10. Discussion of the remuneration policy for governing bodies
Presentation of the remuneration policy for governing bodies approved by the board of directors and advisory resolution of the general meeting on the approval of the remuneration policy. The remuneration policy is included with this notice and is also available on the company’s website at www.noho.fi/en/investors/annual-general-meeting-2020.
11. Resolution on the remuneration of the members of the board of directors and payment of travel expenses
Shareholders representing a total of over 49% of the shares and votes in the company on the date of the notice convening the general meeting propose that remuneration be paid to the members of the board of directors for a term that ends at the end of the first annual general meeting following the election as follows: the annual remuneration of the chairperson of the board of directors is EUR 40,000, the annual remuneration of the deputy chairperson in EUR 30,000 and the annual remuneration of the other members of the board is EUR 20,000. No separate meeting fees will be paid. Travel expenses are proposed to be paid according to the company’s travel policy.
12. Resolution on the number of the members of the board of directors
Shareholders representing a total of over 49% of the shares and votes in the company on the date of the notice convening the general meeting propose that six members be elected to the board of directors.
13. Election of the chairman, vice-chairman and members of the board of directors
Shareholders representing a total of over 49% of the shares and votes in the company on the date of the notice convening the general meeting propose that the current members of the board of directors Timo Laine, Petri Olkinuora, Mika Niemi, Mia Ahlström, Tomi Terho and Saku Tuominen be re-elected for a term that ends at the end of the first annual general meeting following the election.
The aforementioned shareholders also propose that Timo Laine be elected as the chairman of the board and Petri Olkinuora as the vice-chairman.
The candidates have consented to being elected.
The profiles of the proposed people are available on the company’s website at www.noho.fi/en/investors/annual-general-meeting-2020.
14. Resolution on the remuneration of the auditor
The board of directors proposes that the auditor be remunerated in accordance with the invoice approved by the company.
15. Election of the auditor
The board of directors proposes that the audit firm Ernst & Young Oy, which has informed the company that Juha Hilmola, APA, will serve as the responsible auditor, be elected as the company’s auditor for a term that ends at the end of the first annual general meeting following the election.
16. Authorisation of the board of directors to decide on the repurchase of company’s own shares
The board of directors proposes that the general meeting withdraw previous unused authorisations to acquire 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 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 4.2% 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 general meeting.
The board of directors will decide upon other terms related to the repurchase of company shares.
The authorisation is proposed to remain in force until the end of the next annual general meeting, but for no more than 18 months from the general meeting’s resolution on the authorisation.
17. Authorisation of the board of directors to decide on the issuance of shares and/or the issuance of option rights and other special rights entitling to shares
The board of directors proposes that the general meeting withdraw previous share issue authorisations and authorise 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 15.7% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the general meeting. Special rights may be issued with a right to set off the subscription price of the share against a receivable that the subscriber has from the company.
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 568,950 shares may be issued for the implementation of the company’s incentive schemes, which corresponds to approximately 3.0% of all registered shares in the company on the date hereof.
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.
It is proposed that the authorisation be valid until 30 June 2022.
18. Closing of the general meeting
B. Documents of the General Meeting
The above proposed resolutions that are on the agenda of the general meeting as well as this notice convening the general meeting and the remuneration policy for governing bodies included with the notice are available on NoHo Partners Plc’s website at www.noho.fi/en/investors/annual-general-meeting-2020. NoHo Partners Plc’s financial statement documents will be available no later than on 26 May 2020 on the company’s website at the above address and will be available to the shareholders at NoHo Partners Plc’s main office at Hatanpään valtatie 1 B, 33100 Tampere.
The proposed resolutions, the remuneration policy for governing bodies and the financial statement documents will also be available at the general meeting and copies of these documents and of this notice will be sent to shareholders upon request.
C. Instructions for the Participants in the General Meeting
1. Shareholders registered in the shareholder register
Shareholders who are entered as shareholders in the company’s shareholder register maintained by Euroclear Finland Oy on 4 June 2020 have the right to participate in the general meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the company’s shareholder register.
Shareholders who are registered in the shareholder register of the company and who wish to participate in the general meeting must register for the meeting no later than at 16:00 on 8 June 2020 by which time the registration must be received by the company. Registration will start on 26 May 2020 at 10:00.
Shareholders can register for the general meeting via NoHo Partners Plc’s website at www.noho.fi/en/investors/annual-general-meeting-2020 or by post to the address NoHo Partners Plc, Yhtiökokous, Hatanpään valtatie 1 B, 33100 Tampere.
The shareholder’s name and personal identification number or business ID, address, telephone number as well as the name and the personal identification number of any assistant, authorised proxy representative or statutory representative they may have must be provided in connection with the registration. The personal data disclosed by the shareholders to NoHo Partners Plc will only be used in connection with the Annual General Meeting and the processing of related necessary registrations.
Shareholders, their representatives or proxy representatives must, where necessary, be able to prove their identity and/or right of representation.
2. Proxy representatives and powers of attorney
Shareholders may participate in the general meeting and exercise their rights at the meeting by way of proxy representation.
Shareholders will have the opportunity to appoint a proxy representative designated by the company, Petri Olkinuora, Vice-Chairman of the Board of NoHo Partners Plc, as their proxy. Detailed instructions for authorising the proxy representative designated by the company as well as the proxy document and voting instructions are available on the company’s website at www.noho.fi/en/investors/annual-general-meeting-2020.
Shareholders may appoint a different proxy representative if they wish. Proxy representatives must produce a dated proxy document or otherwise reliably demonstrate their right to represent the shareholder.
When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with registration for the general meeting.
We ask that you announce any proxy documents in connection with registration and send them by post to NoHo Partners Plc, Yhtiökokous, Hatanpään valtatie 1 B, 33100 Tampere or by email to yhtiokokous2020@noho.fi so that they arrive prior than the end of the registration period.
3. Holders of nominee registered shares
Holders of nominee registered shares have the right to participate in the general meeting based on the shares that would entitle them to be registered in the company’s shareholder register maintained by Euroclear Finland Oy on 4 June 2020. In addition, the right to participate requires that holders of nominee registered shares be temporarily entered into the shareholder register maintained by Euroclear Finland Oy based on these shares on 11 June 2020 at 10:00, at the latest. This is considered registration for the general meeting as regards nominee registered shares.
Holders of nominee registered shares are advised to contact their custodian bank without delay to request the necessary instructions for the registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the general meeting. The account operator of the custodian bank has to register a holder of nominee registered shares who wishes to participate in the general meeting in the temporary shareholder register of the company at the latest by the time stated above.
4. Advance voting
Shareholders, who have a Finnish book-entry account, may vote in advance on certain items of the agenda of the general meeting via the company’s website between 10:00 on 26 May 2020 and 16:00 on 8 June 2020. Voting in advance requires the shareholder’s personal identification number/business ID. Furthermore, voting in advance requires that the shareholder or the shareholder’s representative identifies himself/herself either by Finnish online banking credentials or a mobile certificate.
Unless shareholders voting in advance are present at the meeting in person or by way of proxy representation, they will not be able to use their rights under the Limited Liability Companies Act to request information or a vote, and if decision proposals have changed after the beginning of the advance voting period, their possibility to vote on an such item may be restricted.
The terms and conditions and other instructions for advance voting will be available on the company’s website at www.noho.fi/en/investors/annual-general-meeting-2020 no later than at the start of advance voting.
5. Other information and instructions
Shareholders will have the opportunity to submit questions in advance concerning the items on the agenda of the general meeting. Such questions will be sought to be answered either in the addresses given at the meeting or in some other way. Any questions should be sent by email to yhtiokokous2020@noho.fi no later than at 16:00 on 8 June 2020.
Shareholders will have the opportunity to watch the general meeting via an online broadcast at www.noho.fi/en/investors/annual-general-meeting-2020. Watching the general meeting via online broadcast is not in and of itself considered participation in the general meeting, and it will not be possible to ask questions or otherwise exercise shareholder rights via the broadcast. In order to watch the online broadcast, shareholders must register via the link on the company’s website at the above address. Registration will be open until the start of the meeting. More information and instructions for watching the online broadcast are available on the company’s website at the above address.
Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of the notice convening the general meeting, NoHo Partners Plc has a total of 19,153,673 shares and votes. The company holds no treasury shares on the date of the notice convening the general meeting.
The general meeting will be held in the Finnish language.
Tampere 26 May 2020
NoHo Partners Plc
Board of Directors
More information available from:
Aku Vikström, CEO, NoHo Partners Plc, tel. +358 44 011 1989
Jarno Suominen, Deputy CEO, NoHo Partners Plc, 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. 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 some 250 restaurants in Finland, Denmark and Norway. 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 2019, NoHo Partners Plc’s turnover was MEUR 272.8 and EBIT MEUR 30.6. Depending on the season, the Group employs approximately 2,100 people converted into full-time workers.
NoHo Partners corporate website: www.noho.fi
NoHo Partners consumer website: www.ravintola.fi
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