Restamax Plc: DECISIONS MADE AT RESTAMAX PLC'S ANNUAL GENERAL MEETING
RESTAMAX Plc STOCK EXCHANGE RELEASE 23 April 2014 at 17:30
DECISIONS MADE AT RESTAMAX PLC'S ANNUAL GENERAL MEETING
Restamax Plc's Annual General Meeting was held today 23 April 2014 in Tampere. The meeting confirmed the 2013 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 December 2013, a per-share dividend of EUR 0.09 will be paid. The dividend will be paid on 8 May 2014. The Annual General Meeting decided that the Board of Directors will comprise six (6) members and selected Deloitte & Touche Oy as the Company's auditors.
The meeting was opened by Chairman of the Board, Timo Laine, lawyer Ari Keinänen chaired the meeting and Hannu Selin LLM acted as Secretary.
DECISIONS OF THE ANNUAL GENERAL MEETING
Financial Statements
The meeting confirmed the Parent Company's and Group's Financial Statements, and discharged the members of the Board of Directors and the CEO from liability for the 2013 financial period.
Dividend
The Board of Directors decided that, based on the balance sheet confirmed for the financial period that ended on 31 December 2013, a per-share dividend of EUR 0.09 will be paid. The dividend record date is 28 April 2014, and the payment date will be 8 May 2014.
Board of Directors
The meeting decided that the number of members of the Board of Directors will be six (6). As members of the Board, the meeting re-elected from the present members of the Board to serve until the end of the next Annual General Meeting Timo Laine, Petri Olkinuora, Mikko Aartio, Sami Asikainen and Jarmo Viitala. Mika Niemi was elected as a new member of the Board. The Annual General Meeting elected Timo Laine as Chairman and Petri Olkinuora as Vice-Chairman.
The Annual General Meeting decided to keep the remuneration and travel expense reimbursements of the members of the Board of Directors as they have been. Until the next Annual General Meeting, the remuneration of the members of the Board will be as follows: annual remuneration for the Chairman of the Board and the Vice-Chairman will be EUR 20,000 for the financial period and EUR 10,000 for other members. Separate attendance allowance or reimbursement for travelling expenses will not be paid.
Auditor
The Annual General Meeting reselected as auditor Deloitte & Touche Oy, a firm of authorised public accountants, until the end of the next Annual General Meeting. Hannu Mattila 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 an 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 the purchase of 800,000 of the Company's own shares at the maximum, using the unrestricted equity of the Company, in one or several tranches, under the following terms:
The shares shall be purchased in trading on the regulated market in Helsinki Stock Exchange, and therefore the purchase will take 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 Restamax Plc's shares on the regulated market on the stock list of Helsinki Stock Exchange. The shares are purchased in trading organised by NASDAQ OMX Helsinki Oy in accordance with its rules and regulations. The shares can be purchased for financing or carrying out possible acquisitions or other arrangements, to implement incentive systems within the Company, or for other purposes decided by the Board. The maximum amount of the shares to be purchased is approximately equivalent to 4.9% of all the shares and votes of the Company.
The Board of Directors shall decide on other matters related to the purchase of the Company's own shares.
The Annual General Meeting decided that the authorisation remains valid until the end of the 2015 Annual General Meeting.
Authorisation to decide on the issue of shares and special rights
In accordance with the proposal of the Board, the Annual General Meeting decided to authorise the Board to decide on the issue of shares and the issue of special rights entitling to shares referred to in Section 1 of Chapter 10 of the Limited Liability Companies Act as follows:
With this authorisation, the Board can decide to issue 1,500,000 new shares at the maximum, and the transfer of a maximum of 800,000 of the Company's own shares held by the Company.
The Board can use the authorisation in one part or several parts. New shares can be issued, and the Company's own shares held by the Company can be transferred, either against a compensation or free of charge. The new shares can be issued and the Company's own shares held by the Company can be transferred to the shareholders of the Company in proportion to their current shareholdings in the Company or in deviation from the shareholders pre-emptive rights by way of direct issue. 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. The issue price of new shares and the sum to be paid for the Company's shares held by the Company is recorded in the invested unrestricted equity fund.
With this authorisation, the Board can provide options and other special rights referred to in Section 1 of Chapter 10 of the Limited Liability Companies Act that give entitlement to receive new shares or the Company's shares held by the Company against payment and under the preconditions stated in the Act.
The Board is authorised to decide on all the other matters related to issue of shares and the special rights referred to in Section 1 of Chapter 10 of the Limited Liability Companies Act.
The expiration date of the authorisation is 30 June 2017. This authorisation overrides all previous authorisations to decide on the issue of shares and the issue of special rights entitling to shares.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting are available to shareholders at the Restamax Plc head office and on the Company's website www.restamax.fi/en/investors/annual-general-meeting/ up until 7 May 2014.
Additional information:
Chairman of the Board Timo Laine, Restamax Plc, tel. +358 (0)400 626 064
CEO Markku Virtanen, Restamax Plc, tel. +358 (0)400 836 477
Distribution:
NASDAQ OMX Helsinki
Key media
www.restamax.fi
Restamax Plc is a Finnish restaurant business group established in 1996. The company has continued to grow steadily throughout its history. The Group companies comprise approximately 80 restaurants, cafés, pubs and nightclubs all over Finland. Well-known restaurant concepts of the Group include Ristorante Bella Roma, Gringos Locos, Viihdemaailma Ilona, Daddy's Diner and Stefan's Steakhouse. Wayne's Coffee is also part of the company's portfolio. Restamax Plc employs approximately 900 people, proforma turnover in 2013 was approximately MEUR 87.0 and EBITDA about MEUR 13.3. www.restamax.fi.