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 7817
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, 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.