Restamax Plc: NOTICE OF RESTAMAX PLC'S EXTRAORDINARY GENERAL MEETING
Restamax Plc
STOCK EXCHANGE RELEASE 8 July 2014, 12:00 noon
NOTICE OF RESTAMAX PLC'S EXTRAORDINARY GENERAL MEETING
Notice is hereby given to the shareholders of Restamax Plc of an Extraordinary General Meeting to be held on Tuesday 29 July 2014, starting at 3.00 pm, in Restaurant Ilona in Tampere, at Verkatehtaankatu 3, 33100 Tampere. The reception of those registered at the meeting and distribution of voting tickets commences at 2.00 pm.
A. Matters on the agenda of the Extraordinary General Meeting
The following topics shall be discussed at the Extraordinary 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. Changing the Articles of Association
The Board of Directors proposes to the Extraordinary General Meeting that the General Meeting approve the change of the company's Articles of Association by adding labour hire services to Article 2 Line of business in the following way:
Article 2 - Line of business
The company is engaged in restaurant operations as well as in planning and consultancy activities related to the restaurant industry. The company also engages is labour recruitment, hire, outsourcing and mediation services. The company may own and control shares in companies engaged in the above-mentioned lines of business and provide management and other administrative services to them. The company may grant loans, guarantees and securities to the companies it owns wholly or partly and see to the supervision of these companies. The company may own shares and real estate and engage in securities trading and other investment activities.
7. Board proposal to confirm and approve the purchase of a major part of the Staff Investment group labour hire services
Restamax Plc and Staff Invest Oy have agreed on a corporate acquisition ('Corporate Acquisition'). The realisation of the Corporate Acquisition is subject to the confirmation and approval of the Extraordinary General Meeting of Restamax Plc on 29 July 2014.
The Board of Directors of Restamax Plc proposes that the Extraordinary General Meeting to be held on 29 July 2014 confirms and approves the purchase and transfer of ownership to Restamax Plc or one of its subsidiaries of the labour hire services of Staff Invest Group and of certain of the group's subsidiaries engaging in labour hire services as outlined in the board proposal dated 8 July 2014. The Board of Directors of Restamax Plc also proposes that the General Meeting authorises the Board of Directors to begin implementation of all required and acceptable measures related to the Corporate Acquisition, including any modifications, deviations, corrections and changes the Board of Directors considers necessary or desirable (provided that none of the said modifications, deviations, corrections or changes essentially change the primary content of the Corporate Acquisition).
The board proposal has been published as a stock exchange release on 8 July 2014 and it is available as a board proposal to the Extraordinary General Meeting on the company website at www.restamax.fi
8. Closing of the meeting.
B. Documents of the General Meeting
The board proposals with appendices and this notice of Extraordinary General Meeting are available to the shareholders at the Restamax Plc head office, at the address Näsilinnankatu 48 E, 33200 Tampere, Finland, and on the company's website at www.restamax.fi.
Decision proposals are also available at the General Meeting and copies of them and of this notice will be sent to the shareholders on request. Notice of the general meeting will not be sent to shareholders separately.
C. Instructions for the attendants of the Annual General Meeting
1. Shareholder entered in the shareholders' register
Each shareholder who is registered on 17 July 2014 in the shareholders' register of the Company held by Euroclear Finland Oy has the right to participate in the 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 24 July 2014 at 4.00 pm, by which time the notice of registration must be received by the company. The registration starts on 8 July 2014 at 2.00 pm.
The registration for the General Meeting can also take place on Restamax Plc's website at www.restamax.fi, by sending a letter to the address Restamax Plc, Extraordinary General Meeting, Näsilinnankatu 48 E, 33200 Tampere, Finland, by fax to number +358 (0)3 2123 760 or by telephone from Mon to Fri, from 10.00 am to 3.00 pm to number +358 (0)3 2124 151.
In connection with the registration, a shareholder shall give his/her name, personal identification number or business ID, telephone number and the name and the personal identification number of a possible assistant, authorised representative or statutory representative. The personal data given to Restamax Plc by shareholders shall be used only in connection with the 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 General Meeting.
In accordance with Section 25 of Chapter of the Companies Act, shareholders present at the General Meeting have the right to present questions on the matters discussed at the 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 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 General Meeting identify the shares on the basis of which each authorised representative represent him or her.
Possible powers of attorney should be delivered in original form to the address Restamax Plc, Extraordinary General Meeting, Näsilinnankatu 48 E, 33200 Tampere, Finland, before the last date of the registration.
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the 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 17 July 2014. The right to participate requires, in addition, that the shareholder on the basis of these shares has been temporarily registered into the shareholders' register held by Euroclear Finland Ltd at the latest on 24 July 2014, at 10.00 am. As regards nominee-registered shares, this is considered due registration for the 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 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 at the latest by the time stated above.
4. Other information
On the date of this notice, 8 July 2014, the total number of shares of Restamax Plc is 16,379,620 shares, representing an equal number of votes.
The General Meeting will be held in Finnish.
We welcome all shareholders to the General Meeting.
Tampere 8 July 2014
Restamax Plc
The Board of Directors
Additional information:
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 group established in 1996. The company has continued to grow steadily throughout its history. The group companies include approximately 80 restaurants, cafés, pubs and nightclubs all over Finland. Well-known restaurant concepts of the group include, among others, Ristorante Bella Roma, Gringos Locos, Viihdemaailma Ilona, Daddy's Diner and Stefan's Steakhouse. Wayne's Coffee is also a part of the company's portfolio. Restamax Plc employs approximately 900 people, the Group's pro forma turnover in 2013 was MEUR 87.0 and EBITDA MEUR 13.3. www.restamax.fi.