Decisions by NoHo Partners Plc Annual General Meeting

NoHo Partners Plc



STOCK EXCHANGE RELEASE 16 June 2020 at 17:10



DECISIONS BY NOHO PARTNERS PLC ANNUAL GENERAL MEETING

NoHo Partners Plc’s Annual General Meeting was held in Tampere today, 16 June 2020. The meeting adopted the financial statements for 2019 and discharged the company’s management from liability. The Annual General Meeting decided that, based on the balance sheet adopted for the financial period that ended on 31 December 2019, no dividends will be distributed. The Annual General Meeting decided that the Board of Directors comprise six (6) members and selected Ernst & Young Oy as the company’s auditor.

Chairman of the Board of Directors Timo Laine opened the meeting, Attorney at Law Heli Piksilä-Rantanen served as the Chairman of the meeting and Counsel Tommi Härmä as the secretary.

DECISIONS BY THE ANNUAL GENERAL MEETING

Financial statements



The meeting adopted NoHo Partners Plc’s financial statements and discharged the members of the Board of Directors and the CEO from liability for the 2019 financial period.

Dividend



The Annual General Meeting decided that, based on the balance sheet adopted for the financial period that ended on 31 December 2019, no dividends will be distributed.

Remuneration policy for governing bodies

The Annual General Meeting approved the company’s remuneration policy for governing bodies.

Board of Directors



The meeting decided that the number of members of the Board of Directors will be six (6). The Annual General Meeting decided 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 as members of the Board of Directors for a term of office concluding at the end of the first Annual General Meeting following the election. The meeting elected Timo Laine as Chairman of the Board and Petri Olkinuora as Vice-Chairman.

The Annual General Meeting decided that, for the term of office concluding at the end of the first Annual General Meeting following their election, the annual remuneration of the Chairman of the Board of Directors be EUR 40,000, the Vice-Chairman EUR 30,000 and the other members of the Board of Directors EUR 20,000. Separate attendance allowances will not be paid. Travel expenses will be reimbursed in accordance with the company’s travel rules.

Auditor



The Annual General Meeting selected as auditor Ernst & Young Oy, a firm of authorised public accountants, for a term of office concluding at the end of the first Annual General Meeting following the selection. Juha Hilmola, 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 the invoice approved by the company.

Authorisation to purchase the company’s own shares

The Annual General Meeting decided to withdraw the previous unused authorisations to purchase the company’s own shares and authorise the Board 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 treasury shares shall be purchased with funds from the company’s unrestricted equity, decreasing the distributable profits of the company. 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. The consideration paid for the shares will be the market price of NoHo Partners Plc’s shares in Nasdaq Helsinki Ltd at the time of the purchase. The shares are purchased in trading organised by Nasdaq Helsinki Ltd in accordance with its rules and regulations. 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 per cent 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 Annual General Meeting, so the purchase of the shares does not have a significant effect on the share ownership and the distribution of voting rights in the company.



The Board of Directors will decide upon other terms related to the repurchase of company shares.



The authorisation remains in force until the end of the next Annual General Meeting, but for no more than 18 months from the Annual General Meeting’s resolution on the authorisation.

Authorisation to decide on issuance of shares and/or the issuance of option rights and other special rights entitling to shares

The Annual General Meeting decided to withdraw previous share issue authorisations and authorise the Board of Directors to decide on the issuance of shares and/or 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 per cent of all registered shares in the company calculated based on the number of shares on the date of the notice convening the Annual 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.

Share issues and/or the 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 of the notice convening the Annual General Meeting.

Under the authorisation, the Board of Directors may issue new shares or transfer shares held by the company. The Board of Directors shall have the right to decide on all other terms of issuing shares and/or options or other special rights.

The authorisation is valid until 30 June 2022.

Minutes of the Annual General Meeting



The Minutes of the Annual General Meeting will be available to the shareholders at the NoHo Partners Plc head office, at the address Hatanpään valtatie 1 B, 33100 Tampere, Finland, and on the company's website at no later than 30 June 2020.



Additional information:

Aku Vikström, CEO, NoHo Partners Plc, tel. 9

Jarno Suominen, Deputy CEO, NoHo Partners Plc, tel. 5



Distribution:

Nasdaq Helsinki

Major media

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. The well-known restaurant concepts of the company include Elite, Savoy, Teatteri, Yes Yes Yes, Stefan’s Steakhouse, Palace, Löyly, Hanko Sushi, Friends & Brgrs 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.

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