Extraordinary General Meeting 19 December 2018
Minutes of the Extraordinary General Meeting (PDF)
Presentation of the Extraordinary General Meeting (PDF) (PDF)
NOTICE OF RESTAMAX PLC’S EXTRAORDINARY GENERAL MEETING
Notice is hereby given to the shareholders of Restamax Plc to an Extraordinary General Meeting to be held on Wednesday 19 December 2018, starting at 3:00 pm in Tampere-talo at the address Yliopistonkatu 55 PL 16, 33100 Tampere. The reception of those registered at the meeting, distribution of voting tickets and coffee catering will begin at 2:00 pm.
A. Matters on the agenda of the General Meeting
The following topics shall be discussed at Restamax Plc’s Extraordinary General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons scrutinising the minutes and supervising vote-counting
4. Recording the legality of the meeting
5. Recording those present and confirming the voters list
6. Changing the company’s Articles of Association
The Board of Directors proposes to change Section 1 of the Articles of Association to read as follows:
Section 1 Company name and registered office
The company name is NoHo Partners Oyj, in English NoHo Partners Plc, and its registered office is Tampere.
The Board of Directors justifies the change of the company name by the fact that the new name better describes and communicates the key operating models, goals, opportunities and strengths of the new company formed by the integration of Restamax and Royal Ravintolat.
Restamax Plc shareholders Laine Capital Oy, PIMU Capital Oy and Mika Niemi, who represent some 55.6% of all votes produced by the company shares, have announced their support of the Board of Directors’ proposal.
7. Closing the meeting
B. Documents of the General Meeting
The aforementioned decision proposal on the agenda of the General Meeting and this notice are available on Restamax Plc’s website at www.noho.fi, and they are available to the shareholders at the Restamax Plc head office, at the address Hatanpään valtatie 1 B, 33100 Tampere.
The decision proposal and the other aforementioned documents are also available at the General Meeting and copies of them and of this notice will be sent to the shareholders on request.
C. Instructions for those attending the General Meeting
1. Shareholder entered in the shareholders’ register
Each shareholder who on 7 December 2018 is registered in the shareholders’ register of the company held by Euroclear Finland Oy has the right to participate in the General Meeting. A shareholder whose shares have been entered on his/her personal Finnish book-entry securities account is listed on the company’s shareholders’ register.
A shareholder who is registered in the shareholders’ register of the company and who wishes to participate in the General Meeting must register for the meeting no later than on 14 December 2018 at 4:00 pm, by which time the notice of registration must have been received. The registration starts on 28 November 2018 at 10:00 am.
The registration for the General Meeting can also take place via Restamax Plc’s website at www.restamax.fi, by sending a letter to the address Restamax Plc, General Meeting, Hatanpään valtatie 1 B, 33100 Tampere, Finland, or by telephone Mon–Fri at 10:00 am–4:00 pm on number +358 10 4233 204.
In connection with the registration, a shareholder shall give his/her name, personal identification number or business ID, address, telephone number and the name and personal identification number of any assistants, authorised representatives or statutory representatives. The personal data given to Restamax Plc by shareholders shall be used only in connection with the General Meeting and the necessary management of the registrations.
The shareholder, his/her representative or authorised representative shall, when necessary, be able to prove his/her identity and the right of representation at the General Meeting.
2. Authorised representative and powers of attorney
A shareholder may use an authorised representative to exercise his/her rights at the General Meeting.
A shareholder’s authorised representative must produce a dated power of attorney or otherwise prove in a reliable manner that he/she is authorised to represent the shareholder. If a shareholder participates in the General Meeting by means of several authorised representatives who represent him/her through shares held at different book-entry accounts, the shareholder must in connection with registration for the General Meeting identify the shares on the basis of which each authorised representative represent him or her.
Any powers of attorney should be delivered in original to the address Restamax Plc, General Meeting, Hatanpään valtatie 1 B, 33100 Tampere, Finland, before the registration period closes.
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the General Meeting by virtue of such shares based on which he/she would be entitled to be listed in the shareholders’ register held by Euroclear Finland Oy on 7 December 2018. The right to participate requires, in addition, that the shareholder on the basis of these shares has been temporarily registered in the shareholders’ register held by Euroclear Finland Oy by 14 December 2018 at 10:00 am. As regards nominee-registered shares, this is considered due registration for the General Meeting.
A holder of nominee-registered shares is advised to request from his/her custodian bank well in advance the necessary instructions regarding the registration in the temporary shareholders’ register, the issuing of powers of attorney and registration for the General Meeting. The account management organisation of the custodian bank must register a holder of nominee-registered shares who wants to participate in the Extraordinary General Meeting temporarily into the shareholders’ register of the company no later than by the time stated above.
4. Other information
In accordance with Section 25 of Chapter 5 of the Limited Liability Companies Act, shareholders present at the General Meeting have the right to present questions on the matters discussed at the meeting.
On the date of this notice, the total number of Restamax Plc’s shares and votes is 18,892,347, and its subsidiaries hold 43,500 of Restamax Plc’s own shares.
The General Meeting will be held in Finnish.
We welcome all shareholders to the General Meeting.
Tampere, 27 November 2018
Board of Directors
REGISTRATION FOR THE EXTRAORDINARY GENERAL MEETING STARTS ON 28 NOVEMBER 2018 AT 10:00
REGISTRATION FOR THE EXTRAORDINARY GENERAL MEETING
Privacy Statement Extraordinary General Meeting 2018 (pdf)
Documents of the Annual General Meeting
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PROPOSAL BY THE BOARD OF DIRECTORS TO RESTAMAX PLC’S EXTRAORDINARY GENERAL MEETING