Decisions by NoHo Partners Plc's Annual General Meeting

NoHo Partners Plc

STOCK EXCHANGE RELEASE 21 April 2021 at 16:30

DECISIONS BY NOHO PARTNERS PLC’S ANNUAL GENERAL MEETING

NoHo Partners Plc’s Annual General Meeting was held in Tampere today, 21 April 2021. Due to the COVID-19 pandemic, attending the meeting in person was not possible. Shareholders and their proxies could attend the AGM and exercise their shareholder rights only by voting in advance and by submitting counter-proposals and questions in advance. Shareholders who registered for the meeting had the opportunity to watch the AGM online via a video broadcast.

The AGM approved all of the proposals submitted to the AGM and approved the Remuneration Report. The AGM adopted the financial statements for 2020 and discharged the company’s management from liability for the financial period 1 January–31 December 2020. The AGM decided that, based on the balance sheet adopted for the financial period that ended on 31 December 2020, no dividends will be distributed. The AGM decided that the Board of Directors comprise six (6) members and selected Ernst & Young Oy as the company’s auditor.

DECISIONS BY THE ANNUAL GENERAL MEETING

Financial statements

The AGM adopted NoHo Partners Plc’s financial statements and discharged the members of the Board of Directors and the CEO from liability for the 2020 financial period.

Dividend

The AGM decided that no dividends will be distributed for the financial period that ended on 31 December 2020.

Remuneration Report for Governing Bodies

The AGM approved the company’s Remuneration Report for Governing Bodies for 2020.

Board of Directors

The AGM decided that the number of members of the Board of Directors will be six (6). The AGM 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 AGM following the election. The AGM elected Timo Laine as Chairman of the Board and Petri Olkinuora as Vice-Chairman.

The AGM decided that, for the term of office concluding at the end of the first AGM 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.

No separate attendance allowances will be paid. In an exception to the above, if the Board of Directors decides to establish a separate audit committee, the chairman of the committee shall be paid EUR 800 per meeting and the members EUR 400 per meeting.

Travel expenses will be reimbursed in accordance with the company’s travel rules.

Auditor

The AGM selected Ernst & Young Oy, a firm of authorised public accountants, as the company’s auditor for a term of office concluding at the end of the first AGM following the selection. Juha Hilmola, APA, will act as the company’s responsible auditor.

In accordance with the Board’s proposal, the AGM 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 AGM 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 shares shall be purchased in public trading organised by Nasdaq Helsinki Oy and, therefore, the purchase takes place by private placing and not in proportion to the shares owned by the shareholders, and the consideration to be paid for the shares shall be the market price of NoHo Partners Plc’s share at the time of purchasing. The shares shall be purchased for financing or carrying out possible corporate acquisitions or other arrangements, to implement incentive schemes within the company or for other purposes decided upon by the Board of Directors. The maximum amount of the shares to be purchased is equivalent to approximately 4.2 per cent of all the shares and votes of the company calculated using the share count on the publication date of the notice of the AGM.

The Board of Directors shall decide on the other matters related to the purchase of treasury shares.

The authorisation will remain in force until the end of the next AGM, but for no more than 18 months from the AGM’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 AGM 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:

Under the authorisation, a maximum total of 3,000,000 shares may be issued in one or more tranches, corresponding to approximately 15.6 per cent of all of the company’s registered shares calculated using the share count on the publication date of the notice of the Annual General Meeting.

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 (special share 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 AGM.

Under the authorisation, the Board of Directors may issue new shares or transfer shares held by the company. The Board of Directors is authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights.

The authorisation will remain in force until the end of the next AGM, but for no more than 18 months from the AGM’s resolution on the authorisation.

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 https://www.noho.fi/en/investors/annual-general-meeting-2021 no later than 22 April 2021.

Additional information:
Aku Vikström, CEO, NoHo Partners Plc, tel. +358 50 576 1609
Jarno Suominen, CFO, NoHo Partners Plc, tel. +358 40 721 5655

Distribution:
Nasdaq Helsinki
Major media
www.noho.fi/en

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. Depending on the season, the Group employs approximately 2,100 people converted into full-time workers. The company’s vision is to be the most significant restaurant company in Northern Europe. www.noho.fi