NoHo Partners Plc
STOCK EXCHANGE RELEASE 17 March 2021 at 9:30
Notice convening the�Annual General Meeting of NoHo Partners Plc
The annual general meeting of NoHo Partners Plc will be held on Wednesday 21 April 2021 starting at 15:00 at Yo-talo at the address Kauppakatu 10, FI-33210 Tampere.
It will not be possible to participate in the meeting in person. The company�s shareholders and their proxy representatives may participate in the general meeting and exercise shareholder rights only by voting in advance and by presenting counterproposals and questions in advance in accordance with this notice. Instructions for shareholders are provided in section C. Instructions for the Participants in the General Meeting.
NoHo Partners Plc�s goal is to ensure the safety of its shareholders during the coronavirus pandemic. Due to the prevailing situation, the company�s board of directors has decided to adopt the exceptional meeting procedure provided for in temporary act 677/2020, which temporarily deviates from some of the provisions of the Limited Liability Companies Act. The board has resolved to take the measures allowed by said act so that the general meeting can be held in a predictable manner while ensuring the health and safety of the shareholders, employees and other stakeholders of the company.
It will not be possible to participate in the meeting in person, but the shareholders who have registered for the general meeting can follow the general meeting remotely via an online video stream. Shareholders are asked to take into account that merely following the meeting remotely is not considered as official participation in the general meeting and that it does not make possible for shareholders to exercise their rights in the general meeting but that official participation takes place in advance in accordance with this notice. Instructions for following the general meeting remotely are provided in section C. Instructions for the Participants in the General Meeting.
The company�s largest shareholders Laine Capital Oy, Mika Niemi and PIMU Capital Oy, whose shareholdings entitle them to votes representing a total of approximately 49.6% of all of the votes in the company, have announced in advance that they support the proposed resolutions on the agenda for the general meeting included in the notice convening the general meeting.
A. Matters on the Agenda of the General Meeting
At NoHo Partners Plc�s annual general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
Attorney-at-Law Heli Piksil�-Rantanen will act as the chairperson of the meeting.
If Heli Piksil�-Rantanen is prevented from serving as the chairperson for a weighty reason, the board of directors will appoint the person they deem the most suitable to serve as the chairperson.
3. Election of the persons to scrutinise the minutes and to supervise the counting of votes
The company�s Account Controller Laura Argillander serves as the person to scrutinise the minutes and supervise the counting of votes.
If Laura Argillander is prevented from serving as the person to scrutinise the minutes and supervise the counting of votes for a weighty reason, the board of directors will appoint another person they deem most suitable to scrutinise the minutes and supervise the counting of votes.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the general meeting in accordance with chapter 5, sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting.
The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Ltd.
6. Presentation of the financial statements, the report of the board of directors and the auditor�s report for the year 2020
The company�s financial statements, the report of the board of directors and the auditor�s report for the year 2020 were published on 17 March 2021 and are available on the company�s website.
Because it is only possible to participate in the general meeting by voting in advance, the financial statements, the report of the board of directors and the auditor�s report for the year 2020 will be deemed to have been presented to the general meeting.
7. Adoption of the financial statements
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividends
The board of directors proposes that no dividends be distributed for the 2020 financial period.
9. Resolution on the discharge of the members of the board of directors and the CEO from liability
10. Consideration of the remuneration report for governing bodies
The remuneration report for the company�s governing bodies was published on 17 March 2021 and is available on the company�s website.
Because it is only possible to participate in the general meeting by voting in advance, the remuneration report for the company�s governing bodies will be deemed to have been presented to the general meeting for advisory approval.
11. Resolution on the remuneration of the members of the board of directors and payment of travel expenses
Shareholders representing a total of approximately 49.6% of the shares and votes in the company on the date of the notice convening the general meeting propose that remuneration be paid to the members of the board of directors for a term that ends at the end of the first annual general meeting following the election as follows: the annual remuneration of the chairperson of the board of directors is EUR 40,000, the annual remuneration of the deputy chairperson is EUR 30,000 and the annual remuneration of the other members of the board is EUR 20,000.
No separate meeting fees are proposed to be paid. Notwithstanding the above, if the company's board of directors decides to establish a separate audit committee, the chairman of the committee is proposed to be paid a meeting fee of EUR 800 per meeting and its members EUR 400 per meeting.
Travel expenses are proposed to be paid according to the company�s travel policy.
12. Resolution on the number of members of the board of directors
Shareholders representing a total of approximately 49.6% of the shares and votes in the company on the date of the notice convening the general meeting propose that six members be elected to the board of directors.
13. Election of the chairperson, deputy chairperson and members of the board of directors
Shareholders representing a total of approximately 49.6% of the shares and votes in the company on the date of the notice convening the general meeting propose that the current members of the board of directors Timo Laine, Petri Olkinuora, Mika Niemi, Mia Ahlstr�m, Tomi Terho and Saku Tuominen be re-elected for a term that ends at the end of the first annual general meeting following the election.
The aforementioned shareholders also propose that Timo Laine be elected as the chairperson of the board and Petri Olkinuora as the deputy chairperson.
The candidates have consented to being elected.
The profiles of the proposed people are available on the company�s website at https://www.noho.fi/en/investors/annual-general-meeting-2021.
14. Resolution on the remuneration of the auditor
The board of directors proposes that the auditor be remunerated in accordance with the invoice approved by the company.
15. Election of the auditor
The board of directors proposes that the audit firm Ernst & Young Oy, which has informed the company that Juha Hilmola, APA, will serve as the responsible auditor, be re-elected as the company�s auditor for a term that ends at the end of the first annual general meeting following the election.
16. Authorising the board of directors to decide on the repurchase of the company�s own shares
The board of directors proposes that the general meeting withdraw previous unused authorisations to acquire the company�s own shares and authorise the board of directors 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 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, and the consideration paid for the shares will be the market price of NoHo Partners Plc�s shares at the time of the purchase. 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% 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 general meeting.
The board of directors will decide upon other terms related to the repurchase of company shares.
The authorisation is proposed to remain in force until the end of the next annual general meeting, but for no more than 18 months from the general meeting�s resolution on the authorisation.
17. Authorisation of the board of directors to decide on the issuance of shares and/or the issuance of option rights and other special rights entitling to shares
The board of directors proposes that the general meeting withdraw previous share issue authorisations and authorise the board of directors to decide on the issuance of shares and/or the issuance of 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 15.6% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the general meeting.
The share issue and/or 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 calculated based on the number of shares on the date of the notice convening the general meeting.
Under the authorisation, the board of directors may issue either new shares or treasury shares. The board of directors would be authorised to decide on all other conditions of the issuance of shares and/or option rights or other special rights.
It is proposed that the authorisation be valid until the end of the next annual general meeting, but for no more than 18 months from the general meeting�s resolution on the authorisation
18. Closing of the general meeting
B. Documents of the General Meeting
The above proposed resolutions that are on the agenda of the general meeting as well as this notice convening the general meeting are available on NoHo Partners Plc�s website at https://www.noho.fi/en/investors/annual-general-meeting-2021. NoHo Partners Plc�s financial statement documents and the remuneration report for governing bodies are available on the company�s website at the above address. Copies of all of the aforementioned documents will be sent to shareholders upon request.
The minutes of the general meeting will be available on the company�s website at the above website no later than on 5 May 2021.
C. Instructions for the Participants in the General Meeting
It will not be possible to participate in the meeting in person. The company�s shareholders and their proxy representatives may participate in the general meeting and exercise shareholder rights only by voting in advance and by presenting counterproposals and questions in advance in accordance with the instructions provided below.
1. Shareholders registered in the shareholder register
Shareholders who are entered as shareholders in the company�s shareholder register maintained by Euroclear Finland Oy on the record date of the general meeting, 9 April 2021, have the right to participate in the general meeting. Shareholders whose shares are registered on their personal Finnish book-entry accounts are registered in the company�s shareholder register.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
2. Registration and advance voting
The registration period and advance voting period commence on 23 March 2021 starting at 12:00 once the deadline for delivering counterproposals to be put to a vote has expired and once any counterproposals have been published on the company�s website. Shareholders who are registered in the company�s shareholder register and who wish to participate in the general meeting must register for the general meeting and vote in advance no later than on 14 April 2021 at 16:00, by which time the registration and the advance votes must be received by the company.
The requested information, such as the shareholder�s name and personal identification number or business ID, address, telephone number and email address as well as the name and personal identification number of any proxy representative or statutory representative they may have, must be provided in connection with the registration. The personal data disclosed by the shareholders to the company or Innovatics Ltd will only be used in connection with the general meeting and the processing of related necessary registrations.
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the time period from 23 March 2021 at 12:00 to 14 April 2021 at 16:00 in the following ways:
a) On NoHo Partners Plc�s website at�https://www.noho.fi/en/investors/annual-general-meeting-2021
Online registration and advance voting on the company�s website requires strong electronic identification from the shareholder or their statutory representative or proxy representative with Finnish or Swedish online banking credentials or a mobile certificate.
A proxy representative must personally identify themself with strong electronic identification, after which they can register and vote in advance on behalf of the shareholder they represent. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorizations service which is in use in the online registration service.
b) By mail or by email
Shareholders or their proxy representatives who vote in advance by mail or email must send the advance voting form available on the company�s website at�https://www.noho.fi/en/investors/annual-general-meeting-2021 or corresponding information to Innovatics Ltd either by mail to the address Innovatics Ltd, Yhti�kokous / NoHo Partners Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address [email protected]. The advance voting form will be available on the company�s website as of the beginning of the advance voting at the latest.
If the shareholder participates in the general meeting by submitting advance votes to Innovatics Ltd, the submission of the advance votes before the end of the registration and advance voting period constitutes registration for the general meeting, provided that the information required for registration listed above is provided.
Voting instructions are available on the company�s website at�https://www.noho.fi/en/investors/annual-general-meeting-2021 as of the beginning of the advance voting at the latest. Additional information on registration and advance voting is also available by telephone during the registration period of the general meeting at +358 10 2818 909 on business days at 9:00�12:00 and 13:00�16:00.
3. Proxy representatives and proxy documents
Shareholders may participate in the general meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives of shareholders are also required to vote in advance in the manner instructed above in section�2.
A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the general meeting.
When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with registration for the general meeting.
Any proxy documents are requested to be delivered by email to [email protected] or by mail to Innovatics Ltd, Yhti�kokous / NoHo Partners Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland so that they arrive prior than the end of the registration and advance voting period. Proxy documents may also be delivered in connection with the online registration and advance voting on the company�s website by uploading the proxy document as an attachment in the online service.
Submitting a proxy document before the end of the registration and advance voting period constitutes due registration for the general meeting, provided that the required information listed in this notice is given.
A holder of nominee registered shares is advised to follow the instructions of their custodian bank regarding proxy documents. If a holder of nominee registered shares wishes to be represented by some other person than their custodian, the representative must present to the company a dated proxy document demonstrating the right to represent the shareholder.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of shares based on which they on the record date of the general meeting, 9 April 2021, would be entitled to be registered in the company�s shareholder register held by Euroclear Finland Oy. In addition, the right to participate requires that holders of nominee registered shares be temporarily entered into the shareholder register maintained by Euroclear Finland Oy based on these shares on 16 April 2021 at 10:00, at the latest. This is considered registration for the general meeting as regards nominee registered shares.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
Holders of nominee registered shares are advised to contact their custodian bank without delay to request the necessary instructions for the registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the general meeting. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wishes to participate in the general meeting, into the temporary shareholder register at the latest by the time stated above. The account management organisation of the custodian bank will also arrange advance voting on behalf of the holder of nominee registered shares during the registration period applicable to holders of nominee registered shares.
Further information on these matters is also available on the company website at https://www.noho.fi/en/investors/annual-general-meeting-2021.
5. Other information and instructions
Shareholders who have registered for the general meeting can follow the meeting via an online video stream. A video stream link and password needed to follow the general meeting remotely will be sent by email and as a text message to the email address and phone number provided in connection with the registration. Following the meeting remotely is possible only for such shareholders who are registered as shareholders of the company on the record date of the general meeting. Shareholders are asked to take into account that merely following the meeting remotely is not considered as official participation in the general meeting and that it does not make possible for shareholders to exercise their rights in the general meeting. The voting list of the general meeting and the results of voting shall be based solely on the advance voting.
Shareholders who hold at least one one-hundredth of all the shares in the company have the right to make counterproposals concerning the proposed decisions on the agenda of the general meeting to be placed for a vote. Such counterproposals must be delivered to the company by email to [email protected] no later than at 16:00 on 22 March 2021, by which time the counterproposals must be received. In connection with the counterproposal, the shareholders must present a statement of their shareholding in the company. The counterproposal is admissible for consideration at the general meeting if the shareholders who have made the counterproposal have the right to attend the meeting and represent at least one one-hundredth of all shares in the company on the record date of the general meeting. If a counterproposal is non-admissible, votes cast for such counterproposal will not be recorded at the meeting. The company will publish the counterproposals eligible for voting on the company website at�https://www.noho.fi/en/investors/annual-general-meeting-2021 no later than on 23�March�2021.
A shareholder has the right to ask questions referred to in chapter 5, section 25 of the Limited Liability Companies Act with respect to the matters to be considered at the general meeting. Such questions can be made either in the online registration service or they can be sent by email to [email protected] or by mail to NoHo Partners Plc, Yhti�kokous, Hatanp��n valtatie 1 B, FI-33100 Tampere, Finland no later than at 16:00 on 7�April�2021, by which time the questions must be received. The company will publish the shareholders� questions along with the management�s responses as well as any counterproposals not eligible for voting on the company�s website at�https://www.noho.fi/en/investors/annual-general-meeting-2021 at the latest on 12�April�2021. Posing questions and counterproposals requires the shareholder to present an adequate statement of their shareholding in the company.
On the date of the notice convening the general meeting, NoHo Partners Plc has a total of 19,222,270 shares, entitling to as many votes. The company holds no treasury shares on the date of the notice convening the general meeting.
The general meeting will be held in the Finnish language.
Tampere 17 March 2021
NoHo Partners Plc
Board of Directors
More information available from:
Aku Vikstr�m, CEO, NoHo Partners Plc, tel. +358 50 576 1609
Jarno Suominen, Deputy CEO, 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, L�yly, 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 the Northern Europe. www.noho.fi/en
