Decisions by NoHo Partners Plc's Annual General Meeting
NoHo Partners Plc
STOCK EXCHANGE RELEASE 19 APRIL 2023 at 12:30 EET
Decisions by NoHo Partners Plc's Annual General
Meeting
The Annual General Meeting (AGM) of NoHo Partners Plc was held
in Tampere today, 19 April 2023. The AGM approved all of the
proposals submitted to the AGM and approved the Remuneration
Report. The AGM adopted the financial statements for 2022 and
discharged the company’s management from liability for the
financial period 1 January 2022–31 December 2022.
Dividend
The AGM approved the Board of Directors' proposal that, based on
the adopted balance sheet of the financial period ending on 31
December 2022, a dividend of EUR 0.40 per share will be paid at the
time of dividend payment on shares owned by external shareholders.
The dividend will be paid in two (2) instalments, such that the
first instalment of EUR 0.20 per share is paid on 24 May 2023 to
shareholders who have been recorded in the company’s shareholder
list maintained by Euroclear Finland Oy by the record date of 11
May 2023. In addition, in accordance with the proposal by the Board
of Directors, the AGM authorised the AGM to later decide, according
to its discretion, the record and payment date for the second
instalment of the dividend, however in such a way that the second
instalment is paid no later than by 20 October 2023 with a record
date five weekdays prior to payment date.
Board of Directors
In accordance with the proposal made by the Nomination and
Remuneration Committee, the AGM decided that the number of members
of the Board of Directors is six.
The AGM decided that the current members of the Board of
Directors, Mia Ahlström, Timo Laine, Mika Niemi, Yrjö Närhinen,
Petri Olkinuora and Kai Seikku 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 of Directors and Yrjö Närhinen as
Vice-Chairman.
The AGM decided that, for the term of office concluding at the
end of the first AGM following their election, the remuneration to
the members of the Board of Directors is paid as follows: the
annual remuneration of the chairperson of the Board of Directors is
EUR 60,000, the annual remuneration of the deputy chairperson is
EUR 45,000 and the annual remuneration of the other members of the
Board is EUR 30,000. No proposal to pay separate attendance
allowances. As an exception to the aforementioned, a separate
remuneration per meeting shall be paid to the persons elected to
the committees as follows: to the EUR 1,000 and to the members EUR
500. Travel expenses are 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 of Directors’ proposal, the AGM
decided that the auditor’s remuneration will be paid based on the
invoice approved by the company.
Amendment of the Articles of
Association
The AGM approved the Board’s proposal to amend the first
paragraph of Section 10 of the Articles of Association (currently
"Annual General Meeting of Shareholders") so that the title and the
first paragraph of Section 10 of the Articles of Association would
read in their entirety as follows, and the rest of Section 10 would
remain unchanged:
“Section 10 General Meeting of Shareholders
The General Meeting of Shareholders may be held in Tampere,
Helsinki, Espoo or Vantaa. The Board of Directors may decide that
the General Meeting of Shareholders will be held without a meeting
venue so that shareholders exercise their decision-making power
during the meeting in full in real time using telecommunications
connections and technological means (virtual meeting). The Board of
Directors may also decide that participation in the General Meeting
is also permitted such that a shareholder exercises their full
decision-making power during the General Meeting using a remote
connection and technical means (hybrid meeting).”
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 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 3.9% 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 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.
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:
The maximum number of shares to be issued pursuant to the
authorisation in one or more tranches is 3,000,000, corresponding
to approximately 14.5% 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 281,828 shares may be issued for the
implementation of the company’s incentive schemes, which
corresponds to approximately 1.4% 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.
The authorisation is 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.
Minutes of the Annual General Meeting
The minutes of the General Meeting will be available on the
company’s website at the above website no later than on 3 May
2023.
Tampere, 19 April 2023
NoHo Partners Plc
Additional information:
Aku Vikström, CEO, NoHo Partners Plc, tel. +358 44 235 7817Jarno
Suominen, Deputy CEO, NoHo Partners Plc, tel. +358 40 721 5655
Distribution:
Nasdaq HelsinkiMajor mediawww.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,
Sea Horse, Stefan’s Steakhouse, Palace, Löyly, Hanko Aasia, Friends
& Brgrs, Campingen and Cock’s & Cows. Depending on the
season, the Group employs approximately 2,300 people converted into
full-time employees. The Group aims to achieve turnover of MEUR 400
by the end of 2024. The company’s vision is to be the leading
restaurant company in Northern Europe.
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