Annual General Meeting 2022

NoHo Partners Plc

Minutes of NoHo Partners Plc’s AGM (27 April 2022) (pdf)

The video review by the CEO and the introduction of new Board members (in Finnish)

The review by the CEO (in Finnish) (pdf)

NOTICE CONVENING THE ANNUAL GENERAL MEETING OF NOHO PARTNERS PLC

The annual general meeting of NoHo Partners Plc will be held on Wednesday 27 April 2022 starting at 10:00 at Nokia Arena Eventum restaurant at the address Sorinkatu 3 (Kansikatu 3), FI-33100 Tampere. The reception of those registered for the meeting, distribution of voting tickets and coffee catering will begin at 9:00.

Shareholders with a Finnish book-entry account can also vote in advance on certain matters on the agenda of the general meeting as well as have the opportunity to submit questions in advance concerning the items on the agenda of the general meeting through the company’s website. Furthermore, shareholders will have the opportunity to watch the general meeting via an online broadcast. Shareholders will have the opportunity to watch the general meeting via an online broadcast. More information on advance voting, submitting questions in advance and watching the general meeting via an online broadcast is available below in section C. Instructions for 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 49.2% 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

3. Election of the persons to scrutinise the minutes and to 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

6. Presentation of the financial statements, the report of the board of directors and the auditor’s report for the year 2021

– Presentation of the review of the CEO

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 2021 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

11. Resolution on the remuneration of the members of the board of directors and payment of travel expenses

Shareholders representing a total of approximately 49.2% 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 proposal to pay separate attendance allowances. As an exception to the above, if the Board of Directors decides to establish separate committees, it is also proposed that a separate remuneration per meeting be paid to the persons elected to the committee as follows: to the Chairman EUR 800 and to the members EUR 400.

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 49.2% 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 49.2% 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 and Mia Ahlström be re-elected for a term that ends at the end of the first Annual General Meeting following the election.

The same shareholders propose that Yrjö Närhinen and Kai Seikku be elected as new members of the Board of Directors for the same term.

In addition, the aforementioned shareholders propose that Timo Laine be elected as Chairman of the Board of Directors and Yrjö Närhinen as Vice-Chairman.

The candidates have consented to being elected.

The proposed members of the Board of Directors have informed the company that if they are elected, they will establish an Audit Committee, electing Kai Seikku as its Chairman, and a Nomination and Remuneration Committee, electing Yrjö Närhinen as its Chairman.

The profiles of the proposed people are available on the company’s website at https://www.noho.fi/en/proposed-members-of-the-board-of-directors-2022

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 281,828 shares may be issued for the implementation of the company’s incentive schemes, which corresponds to approximately 1.5% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the general meeting.

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 below on this NoHo Partners Plc’s website. NoHo Partners Plc’s financial statement documents and the remuneration report for governing bodies are available on this company’s website and will be available to the shareholders at NoHo Partners Plc’s main office at Hatanpään valtatie 1 B, 33100 Tampere.

The proposed resolutions, the remuneration policy for governing bodies and the financial statement documents will also be available at the general meeting and copies of these documents and of this notice 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 11 May 2022.

C. Instructions for the Participants in the General Meeting

It will be possible to participate in the meeting in person. The company’s shareholders and their proxy representatives may also participate in the general meeting and exercise shareholder rights by voting in advance and by presenting 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, 13 April 2022, 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 possibility for advance voting

Shareholders who are registered in the shareholder register of the company and who wish to participate in the general meeting must register for the meeting no later than at 16:00 on 20 April 2022 by which time the registration must be received by the company. Respectively, shareholders who are registered in the shareholder register of the company and who wish to vote in advance concerning the items on the agenda of the general meeting must vote in advance no later than on 20 April 2022 at 16:00, by which time the advance votes must be received by the company.

Registration and advance voting will start on 28 March 2022 at 11:00.

The requested information, such as the shareholder’s name, date of birth and contact details 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 28 March 2022 at 11:00 to 20 April 2022 at 16:00 in the following ways:

a. Here on NoHo Partners Plc’s website at https://www.noho.fi/en/investors/annual-general-meeting-2022

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.

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 this company’s website or corresponding information to Innovatics Ltd either by mail to the address Innovatics Ltd, Yhtiökokous / NoHo Partners Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the address agm@innovatics.fi. The advance voting form will be available on the company’s website as of the beginning of the advance voting at the latest.

A shareholder’s advance votes will be taken into account if the shareholder provides a duly populated and signed advance voting form and the required appendices, if any, in accordance with the instructions set out on the form before the expiry of the registration and advance voting period. Sending in a duly populated advance voting form as set out above will be deemed to constitute both registration and voting in advance.

Unless shareholders voting in advance are present at the meeting in person or by way of proxy representation, they will not be able to use their rights under the Limited Liability Companies Act to request information or a vote, and if decision proposals have changed after the beginning of the advance voting period, their possibility to vote on an such item may be restricted.

Further information on voting will be available on this company’s website 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.

Shareholders, their representatives or proxy representatives must, where necessary, be able to prove their identity and/or right of representation.

3. Proxy representatives and proxy documents

Shareholders may participate in the general meeting and exercise their rights at the meeting also by way of proxy representation.

Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance, if necessary, on behalf of the shareholder they represent. 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. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorisations service which is in use in the online registration service.

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 agm@innovatics.fi or by mail to Innovatics Ltd, Yhtiökokous / 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.

Only delivering proxy documents to the company or Innovatics Oy does not result in the shareholder’s advance votes being taken into account. The successful registration of a shareholder and the shareholder’s advance votes also requires that the proxy representative registers and votes in advance on behalf of the shareholder in the manner set out in this notice.

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, 13 April 2022, 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 22 April 2022 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 representing the holders of nominee-registered shares are recommended to vote in advance in the manner described in this notice. The account management organisation of the custodian bank will arrange advance voting on behalf of the holder of nominee registered shares during the registration period applicable to holders of nominee registered shares.

5. Other information and instructions

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 yhtiokokous@noho.fi or by mail to NoHo Partners Plc, Yhtiökokous, Hatanpään valtatie 1 B, FI-33100 Tampere, Finland no later than at 16:00 on 11 April 2022, by which time the questions must be received. The company will publish the shareholders’ questions along with the management’s responses on this company’s website at the latest on 14 April 2022. Posing questions requires the shareholder to present an adequate statement of their shareholding in the company.

Shareholders have the opportunity to follow the general meeting also via an online 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 ask questions or exercise their rights in the general meeting. The video link and password required to follow the meeting remotely will be sent by e-mail and text message to the e-mail address and mobile phone number provided at the time of registration. Following the meeting remotely is only possible for shareholders who are entered in the company’s shareholder register on the record date of the general meeting. The general meeting’s list of votes and voting results will be determined based on advance voting as well as the participants of the general meeting and votes given in the general meeting. Registration will be open until the start of the meeting. More information and instructions for watching the online broadcast are available on the company’s website at the above address.

Pursuant to chapter 5, section 25 of the Limited Liability Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of the notice convening the general meeting, NoHo Partners Plc has a total of 19,262,773 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 28 March 2022

NoHo Partners Plc 

Board of Directors

Important dates

  • Registration and advance voting begins: 28 March 2021 at 11:00
  • Deadline for advance questions of the shareholders: 11April 2022 at 16:00
  • Record date of the AGM: 13 April 2022
  • Publication of answers for the advance question of the shareholders: 14 April 2022
  • Deadline for registration and advance voting: 20 April 2022 at 16:00
  • Deadline for registration and advance voting for holders of nominee registered shares: 22 April 2022 at 10:00
  • AGM: 27 April 2022 at 10:00
  • The minutes of the AGM available on the website: 11 May 2022

Registration and voting in advance

A shareholder, who wants to participate in the General Meeting, shall register for the meeting and vote in advance between during the time period from 28 March 2022 at 11:00 to 20 April 2022 at 16:00.

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

REGISTRATION AND THE ADVANCE VOTING FOR THE ANNUAL GENERAL MEETING

Advance voting form (pdf)

Power of attorney and instructions for voting (pdf)

Privacy Policy, NoHo Partners Plc AGM 2022 (pdf)

Documents of the Annual General Meeting

You need Acrobat Reader to view the Documents. Download it here.

Proposals by the Board of Directors of NoHo Partners Plc to the Annual General Meeting 2022

NoHo Partners Plc’s Shareholders’ Proposals to the Annual General Meeting 2022

Proposed members of NoHo Partners Plc’s Board of Directors 2022

NoHo Partners Plc Financial Statements 2021

NoHo Partners Plc Auditor’s Report 2021

NoHo Partners Plc Corporate Governance Statement 2021

NoHo Partners Plc Remuneration Report 2021

Shareholders’ questions

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 yhtiokokous@noho.fi or by mail to NoHo Partners Plc, Yhtiökokous, Hatanpään valtatie 1 B, FI-33100 Tampere, Finland no later than at 16:00 on 11 April 2022, by which time the questions must be received.

The company will publish the shareholders’ questions along with the management’s responses on this company’s website at the latest on 14 April 2022. Posing questions requires the shareholder to present an adequate statement of their shareholding in the company.

Update on 11 April 2022: No questions were received from shareholders.

Arriving at Arena

The Eventum restaurant is located on the Arena level of Nokia Arena. Read more: https://nokiaarena.fi/en/restaurant/eventum-2/

Instructions for following the general meeting online

Shareholders have the opportunity to follow the general meeting also via an online 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 ask questions or exercise their rights in the general meeting.

The video link and password required to follow the meeting remotely will be sent by e-mail and text message to the e-mail address and mobile phone number provided at the time of registration. Following the meeting remotely is only possible for shareholders who are entered in the company’s shareholder register on the record date of the general meeting. The general meeting’s list of votes and voting results will be determined based on advance voting as well as the participants of the general meeting and votes given in the general meeting. Registration will be open until the start of the meeting. More information and instructions for watching the online broadcast are available on the company’s website at the above address.

Owners of nominee-registered shares and other shareholders who cannot request the video link via the registration may, if they wish, contact yhtiokokous@noho.fi to obtain the video link and a password to watch the meeting via a video connection.

Device compatibility testing (in Finnish)