Restamax Plc: NOTICE OF RESTAMAX PLC'S ANNUAL GENERAL MEETING
Restamax Plc
STOCK EXCHANGE RELEASE APRIL 5, 2016 at 9:00
NOTICE OF RESTAMAX PLC'S ANNUAL GENERAL MEETING
Notice is hereby given to the shareholders of Restamax Plc to the Annual General Meeting to be held on Wednesday 27 April 2016 starting at 3:00 p.m. at Tampereen Suomalainen Klubi at Puutarhakatu 13, 33210 Tampere. The reception of those registered at the meeting, distribution of voting tickets and coffee catering will begin at 2:00 pm.
A. Matters on the agenda of the Annual General Meeting
The following topics shall be discussed at the Annual General Meeting of Restamax Plc:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons scrutinising the minutes and supervising vote-counting
4. Recording the legality of the meeting
5. Recording those present and confirming the voters list
6. Presentation of the 2015 Financial Statements, Annual Report, and Auditor's Report
- Review by the CEO
7. Adoption of the Financial Statements
8. Deciding on the allocation of profit shown on the balance sheet and dividend distribution
The Board of Directors proposes that a per-share dividend of EUR 0.27 be paid, based on the Company's adopted balance sheet for the financial period that ended 31 December 2015. The dividend will be paid to the shareholders who on the divided record date, 29 April 2016, are registered in the shareholders' register held by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on 9 May 2016.
9. Deciding on the discharge from liability for the members of the Board of Directors and the CEO
10. Deciding on the remuneration and travel expenses of the members of the Board of Directors
To the knowledge of the Board of Directors, the shareholders who in total represent some 58.6% of the shares and votes of the Company have announced to the Company that they will propose to the Annual General Meeting that the annual remuneration to be paid to the Chairman of the Board of Directors be €25,000, and €20,000 for the Vice-Chairman, and €10,000 for the other members of the Board. No separate meeting attendance allowances will be paid. It is proposed that travel expenses be paid according to the Company's travelling rules.
11. Deciding on the number of the members of the Board of Directors
The shareholders who in total represent some 58.6% of the shares and votes of the Company have announced to the Company that they will propose to the Annual General Meeting that the Board of Directors comprise six (6) members.
12. Election of the Chairman, the Vice-Chairman and the members of the Board of Directors
The shareholders who in total represent some 58.6% of the shares and votes of the Company have announced to the Company that they will propose to the Annual General Meeting that all the current members of the Board of Directors, Timo Laine, Petri Olkinuora, Mikko Aartio, Jarmo Viitala, Mika Niemi and Timo Everi, be elected as members of the Board for the term of office that expires at the end of the first Annual General Meeting following the election.
In addition, the aforementioned shareholders have announced that they will propose Timo Laine to be elected as the Chairman of the Board and Petri Olkinuora as the Vice-Chairman.
All proposed persons have given their consent to the appointments.
13. Deciding on the auditors' remuneration
The Board of Directors proposes that the remuneration paid to the auditors be based on a reasonable invoice from the auditors approved by the Company.
14. Decision on the number and election of the auditors
The shareholders who in total represent some 58.6% of the shares and votes of the Company have announced to the Company that they will propose to the Annual General Meeting that one firm of authorised public accountants be selected as the Company's auditor. The aforementioned shareholders have announced to the Company that they will propose to the Annual General Meeting that Deloitte & Touché Oy, an APA-accredited firm, be selected as the auditors until the end of the next Annual General Meeting. Deloitte & Touché Oy has notified that Hannu Mattila, APA, will act as the responsible auditor.
15. Authorising the Board of Directors to make a decision on the purchase of the Company's own shares
The Board of Directors proposes that the Annual General Meeting 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 shares held by the Company shall be purchased with the funds from the Company's unrestricted equity, meaning that the purchases decrease the distributable assets 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 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 Helsinki Oy 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 systems within the Company, or for other purposes decided by the Board. The maximum number of the shares to be purchased is equivalent to approximately 4.9% 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 other matters related to the purchase of the Company's own shares.
The authorisation is proposed to expire at the end of the Annual General Meeting of 2017, however no later than 18 months of the Annual General Meeting's authorisation decision.
16. Closing of the Annual General Meeting
B. Documents of the Annual General Meeting
The aforementioned proposals for decisions of the Board of Directors on the matters on the agenda of the Annual General Meeting, this notice, and Financial Statement documents with appendices are available to the shareholders no later than starting from 5 April 2016 at the Restamax Plc head office, at the address Hatanpään valtatie 1 B, 33100 Tampere, Finland, and on the Company's website at www.restamax.fi.
The decision proposals and financial statement documents are also available at the Annual General Meeting, and their copies and the copies of this notice will be sent to the shareholders on request.
C. Instructions for the attendees of the Annual General Meeting
1. Shareholder entered in the shareholders' register
Each shareholder who on 15 April 2016 is registered in the shareholders' register of the Company held by Euroclear Finland Oy has the right to participate in the Annual General Meeting. A shareholder whose shares have been entered on his/her personal Finnish book-entry securities account is listed on the Company's shareholders' register.
A shareholder who is registered in the shareholders' register of the Company and who wishes to participate in the Annual General Meeting must register for the meeting no later than on 22 April 2016 at 4:00 p.m., by which time the notice of registration must have been received.
The registration for the Annual General Meeting can also take place via Restamax Plc's website at www.restamax.fi, by sending a letter to the address Restamax Plc, Annual General Meeting, Hatanpään valtatie 1 B, 33100 Tampere, Finland, by telephone Mon-Fri 10:00 a.m.-3:00 p.m. to number +358 10 4233 204.
In connection with the registration, a shareholder shall give his/her name, personal identification number or business ID, address, telephone number and the name and the personal identification number of any assistants, authorised representatives or statutory representatives. The personal data given to Restamax Plc by shareholders shall be used only in connection with the Annual General Meeting and the necessary management of the registrations.
The shareholder, his/her representative or authorised representative shall, when necessary, be able to prove his/her identity and the right of representation at the Annual General Meeting.
2. Authorised representative and powers of attorney
A shareholder may use an authorised representative to exercise his/her rights at the Annual General Meeting.
A shareholder's authorised representative must produce a dated power of attorney or otherwise prove in a reliable manner that he/she is authorised to represent the shareholder. If a shareholder participates in the Annual General Meeting by means of several authorised representatives who represent him/her through shares held at different book-entry accounts, the shareholder must in connection with registration for the Annual General Meeting identify the shares on the basis of which each authorised representative represent him or her.
Any powers of attorney should be delivered in original to the address Restamax Plc, Annual General Meeting, Hatanpään valtatie 1 B, 33100 Tampere, Finland, before the registration period closes.
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual General Meeting by virtue of such shares based on which he/she would be entitled to be listed in the shareholders' register held by Euroclear Finland Ltd on 15 April 2016. The right to participate requires, in addition, that the shareholder on the basis of these shares has been temporarily registered in the shareholders' register held by Euroclear Finland Ltd by 22 April 2016 at 10:00 am. As regards nominee-registered shares, this is considered due registration for the Annual General Meeting.
A holder of nominee-registered shares is advised to request from his/her custodian bank well in advance the necessary instructions regarding the registration in the temporary shareholders' register, the issuing of powers of attorney and registration for the Annual General Meeting. The account management organisation of the custodian bank must register a holder of nominee-registered shares who wants to participate in the General Meeting temporarily into the shareholders' register of the Company no later than by the time stated above.
4. Other information
In accordance with Section 25 of Chapter of the Limited Liability Companies Act, shareholders present at the Annual General Meeting have the right to present questions on the matters discussed at the meeting.
On the date of this notice, 4 April 2016, the total number of shares and votes of Restamax Plc is 16,379,620, and its subsidiaries hold 243,500 of Restamax Plc's own shares.
The Annual General Meeting will be held in Finnish.
We welcome all shareholders to the Annual General Meeting.
Tampere 4 April 2016
Restamax Plc
Board of Directors
Additional information:
Markku Virtanen, CEO, Restamax Plc, tel. +358 400 836 477
Jarno Suominen, CFO, Restamax Plc, tel. +358 40 721 5655
Distribution:
NASDAQ OMX Helsinki
Major media
www.restamax.fi
Restamax Plc is a Finnish restaurant business and labour hire services group established in 1996. The company, which listed on NASDAQ OMX Helsinki in 2013 and became the first Finnish listed restaurant company, has continued to grow strongly throughout its history. The group companies include over 100 restaurants, nightclubs and entertainment centres all over Finland. Well-known restaurant concepts of the group include Stefan's Steakhouse, Viihdemaailma Ilona and Classic American Diner. In 2015, Restamax Plc's turnover was MEUR 113.6 and EBITDA MEUR 16.5. Depending on the season, some 1,000 persons work at the Group. The workforce of Restamax subsidiary Smile Henkilöstöpalvelut Oy is over 3,000.
Restamax company website: www.restamax.fi, Restamax consumer website: www.ravintola.fi, Smile Henkilöstöpalvelut: www.smilepalvelut.fi