Restamax Plc: RESTAMAX'S SUBSIDIARY SMILE HENKILÖSTÖPALVELUT OY PLANNING INITIAL PUBLIC OFFERING ON THE OFFICIAL LIST OF NASDAQ HELSINKI LTD

Restamax Plc

STOCK EXCHANGE RELEASE 9 August 2018 at 08:30

RESTAMAX'S SUBSIDIARY SMILE HENKILÖSTÖPALVELUT OY PLANNING INITIAL PUBLIC OFFERING ON THE OFFICIAL LIST OF NASDAQ HELSINKI LTD

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, NEW ZEALAND, AUSTRALIA, HONG KONG, SOUTH AFRICA, SINGAPORE OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

Smile is planning an initial public offering and a listing on Nasdaq Helsinki Ltd

Smile Henkilöstöpalvelut Oy (which will be renamed Smile Henkilöstöpalvelut Oyj, "Smile" or the "Company") is planning an initial public offering ("IPO") and listing of its shares on the official list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") (the "Listing"). The planned listing is sought to be completed during 2018. Smile is a subsidiary of Restamax Plc ("Restamax").

The objective of the contemplated IPO is to improve the Company's ability to successfully pursue its strategy by providing access to the capital markets and strengthening the Company's capital structure as well as by increasing Smile's recognition among customers and attractiveness as an employer. The contemplated IPO and Listing would also broaden the Company's ownership base, increase the liquidity of the shares in the Company and enable the use of the Company's shares as a means of consideration in potential acquisitions and remuneration of key personnel.

In connection with the contemplated IPO, the objective would be to raise approximately EUR 50 million before fees and expenses related to the share issue, which would be used for increasing financial flexibility for Smile to pursue growth opportunities in accordance with its strategy, including acquisitions and organic expansion, repayment of certain loans from Restamax as well as general corporate purposes.

The Company and its current shareholders would commit to customary lock-up arrangements. Restamax is the Company's largest shareholder and would remain as a significant shareholder also after the contemplated IPO. However, following the completion of the contemplated IPO, Smile would no longer be a subsidiary of Restamax.

Smile in brief

Smile is one of the leading personnel services provider in Finland measured by revenue. Smile offers personnel services nationwide for various industries, such as hotel, restaurant and catering ("HoReCa"), events and promotions, healthcare as well as manufacturing, construction and logistics ("MCL"). The Company has completed numerous acquisitions in 2017 and in the beginning of 2018. The Company's pro forma revenue was EUR 123.9 million, and the pro forma EBITA was EUR 9.8 million for the financial period ended on 31 December 2017.* In 2017, Smiles's revenue amounted to EUR 74.4 million and its EBITA was EUR 5.3 million.

Smile provided employees to over 1,100 customers in 2017 and employs about 10,000 skilled workers monthly. Smile strives to improve and develop, through happiness, the working environment and personnel services industry in Finland.

Smile operates on a growing market. The Finnish personnel services market was approximately EUR 2.6 billion in 2017. The market grew an average of 11.4% per year during the period of 2013-2017. The HoReCa and MCL businesses made up approximately 50% of the entire personnel services market.

*Assuming that all acquisitions would have been carried out on 1 January 2017.

Sami Asikainen, CEO of Smile:

"Smile is one of the fastest-growing personnel service providers in Finland, and we have maintained our profitability at a level that is among the highest in our field of business. We help our clients and our employees to succeed. Our passion is to bring work and people together. Digitalisation, the increasing demand for workforce and the changing values of employees create a basis for the strong growth and development of our business to continue in the future.

Growing together with our customers and employees, as well as our entrepreneurial and positive approach, are the cornerstones of our success. Corporate acquisitions in line with our strategy and the diversification of our services ensure that we will continue to be one of the top players in our field of business. The initial public offering, upon completion, will strengthen our strategy in the future as we create solutions for the workforce needs of Finnish companies."

Timo Laine, chairman of Restamax's board of directors:

"Smile's management has executed the company's growth strategy with great success. The company tripled its turnover between 2015 and 2017. In our view, the planned initial public offering would open up opportunities to further strengthen Smile's competitiveness and its position as one of the top players in its field of business. The contemplated transaction would create significant value for Restamax's shareholders. Our intention is to remain a long-term shareholder and customer of Smile."

Smile's strengths

Smile has identified the following key strengths that the Company's management believes give Smile a competitive advantage:

• Attractive and rapidly growing personnel services market in Finland.
• Labour market megatrends support the private agency work business
• A significant operator in fragmented Finnish private agency work market.
• Smile is a strategic partner to its most important customers.
• One of the fastest-growing and most profitable companies in its field of business.
• Strong growth strategy.
• Positive and people-oriented corporate culture.

Smile's strategy

Smile's strategy extends to 2021. Smile's goal is to be the most efficient and best known company in its field of business, with the ability to offer customers the best concepts and services. The Company wants these services to be provided by motivated and wellbeing personnel. Smile wants to develop private agency work in such a way that it becomes a more desirable alternative for employees than traditional employment relationships. Smile's goal is to act as an organiser of the entire private agency work market in Finland and to become clearly the largest operator in the market by carrying out acquisitions based on its defined principles.

Smile's financial targets

The Company has set the following long-term financial targets:

Growth: The Company's revenue target is over EUR 300 million in the financial period ending in 2021. Organic growth to be faster than the market and the remainder of the growth in turnover to be achieved through acquisitions.
Profitability: Profitability is believed to remain at a good level throughout the strategy period.
Dividend policy: The Company's goal is to pay competitive dividends without jeopardising the Company's growth targets.


Smile's unaudited key figures

*Assuming that all acquisitions would have been carried out on 1 January 2017.

Information on the IPO

The contemplated IPO is expected to consist only of a share issue in which the Company will issue new shares. The contemplated IPO is expected to consist of an offering to Finnish and international institutional investors and an offering to private individuals and entities in Finland. The contemplated IPO is expected to include a personnel offering.

Nordea Bank AB (publ), Finnish Branch would be the lead manager (the "Lead Manager") in the contemplated IPO.  Castrén & Snellman Attorneys Ltd is acting as the legal adviser to the Company and Borenius Attorneys Ltd is acting as the legal adviser to the Lead Manager.

Press Event

Smile will host a press event on 9 August 2018 at 9:30 at the Helsinki Stock Exhange at Fabianinkatu 14, Helsinki.

RESTAMAX PLC

Board of Directors

Further enquiries:
Sami Asikainen, CEO, Smile Henkilöpalvelut Oy, tel. +358 40 700 9915
Jarno Suominen, CFO, Restamax Plc, tel. +358 40 721 5655

Distribution:
NASDAQ Helsinki
Major media
www.restamax.fi
www.smilepalvelut.fi

Restamax Plc is a Finnish group established in 1996, specialising in restaurant services and labour hire. 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 220 restaurants, nightclubs and entertainment centres all over Finland. The company also has restaurant business operations in Denmark. In June 2018, the company purchased Royal Ravintolat. Well-known restaurant concepts of the Group include Stefan's Steakhouse, Viihdemaailma Ilona, Classic American Diner, Hanko Sushi, Sandro, Savoy and Teatteri. In 2017, Restamax Plc's turnover was MEUR 185.9 and EBITDA MEUR 22.4. Depending on the season, the Group employs approximately 3,500 people converted into full-time workers. Restamax's subsidiary Smile Henkilöstöpalvelut Oy employs approximately 10,000 people per month.

Restamax company website: www.restamax.fi, Restamax consumer website: www.ravintola.fi, Royal Ravintolat: www.royalravintolat.fi, Smile Henkilöstöpalvelut: www.smilepalvelut.fi

Disclaimer

The information contained herein is not for publication or distribution, directly or indirectly, in or into the United States, Canada, New Zealand, Australia, Hong Kong, South Africa, Singapore or Japan. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.

This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended, and the rules and regulations thereunder. Smile Henkilöstöpalvelut Oy (the "Company") does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.

The issue and/or sale of securities in connection with the Listing are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company and Nordea Bank AB (publ), Finnish Branch ("Nordea") assume no responsibility in the event there is a violation by any person of such restrictions.

Nordea is acting exclusively for the Company and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to its clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement. The contents of this announcement have not been verified by Nordea and Nordea does not accept liability for this information included in this announcement.

In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies", unincorporated associations etc) of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant persons"). This announcement is directed only at Relevant persons and must not be acted on or relied on by persons who are not Relevant persons. Any investment or investment activity to which this announcement relates is available only to Relevant persons and will be engaged in only with Relevant persons.

This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Finland, which has implemented the Prospectus Directive (2003/71/EC, as amended, including by Directive 2010/73/EU, the "Prospectus Directive") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or Nordea to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Company nor Nordea have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by Nordea which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor Nordea have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or Nordea to publish or supplement a prospectus for such offer.

The information contained in this announcement is for informational purposes only and does not purport to be full or completed. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

This announcement includes forward-looking statements, which include statements regarding the Company's business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as "believe", "anticipate", "plan", "expect", "target", "estimate", "project", "predict", "forecast", "guideline", "should", "aim", "continue", "could", "guidance", "may", "potential", "will", as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.