Annual General Meeting 2014
Minutes of Annual General Meeting 2014 (in Finnish) (PDF)
Review by the CEO (in Finnish) (PDF)
Restamax Plc
NOTICE OF RESTAMAX PLC’S ANNUAL GENERAL MEETING
Notice is hereby given to the shareholders of Restamax Plc that the Annual General Meeting will be held on Wednesday, 23 April 2014, starting at 3.00 p.m. in Tampere Hall, at Yliopistonkatu 55, 33100 Tampere. The reception of those registered at the meeting and distribution of voting tickets commences at 2.00 p.m.
A. Matters on the agenda of the Annual General Meeting
The following topics shall be discussed at Restamax Plc’s Annual 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. Presentation of the 2013 Financial Statements, Annual Report, and Auditor’s Report
– Review by the CEO
7. Adoption of the Financial Statements
8. Deciding on allocation of profit shown on the balance sheet and dividend distribution
The Board of Directors proposes that a per-share dividend of EUR 0.09 be paid based on the Company’s adopted balance sheet for the financial period that ended on 31 December 2013. The dividend shall be paid to shareholders who on the divided record date, 28 April 2014, are registered in the Company’s shareholders register held by Euroclear Finland Oy.
The Board of Directors proposes that the dividends be paid on 8 May 2014.
9. Deciding on discharge from liability for the members of the Board of Directors and the CEO
10. Deciding on the remuneration of the members of the Board of Directors
The shareholders that in total represent more than 55.3% of the votes conferred by the Company’s shares have announced to the Company that they will propose at the Annual General Meeting to keep the Board’s remunerations and reimbursement of travelling expenses as they have been. The annual remuneration of the Chairman of the Board of Directors and the Vice-Chairman is EUR 20.000 per financial period, and the annual remuneration of the other members of the Board is EUR 10.000 per financial period. Separate attendance allowance or reimbursement for travelling expenses will not be paid.
11. Deciding on the number of the members of the Board of Directors
The shareholders that in total represent more than 55.3% of the votes conferred by the Company’s shares have announced to the Company that they will propose at the Annual General Meeting that the Board of Directors comprise six (6) members.
12. Election of the Chairman, the Vice-Chairman and the members of the Board
The shareholders that in total represent than 55.3% of the votes conferred by the Company’s shares have announced to the Company that they will propose at the Annual General Meeting that the following current members of the Board of Directors be elected as members of the Board for the term of office that expires at the end of the first Annual General Meeting following the election: Timo Laine, Petri Olkinuora, Mikko Aartio, Sami Asikainen and Jarmo Viitala, and Mika Niemi as a new member.
In addition, the aforementioned shareholders have announced that they will propose Timo Laine to be elected as the Chairman of the Board and Petri Olkinuora as the Vice-Chairman.
All proposed persons have given their consent to the appointments.
Among the members of the board, three (Laine, Aartio, Niemi) are dependent on the Company, so the proposed composition of the Board does not meet the recommendation 14 of the Finnish Corporate Governance Code where it indicates that more than half of the members of the Board should be independent of the Company. The aforementioned shareholders justify the proposed Board’s composition with the acquisition of Rengasravintolat Group that took place during the current financial period.
13. Deciding on the auditors’ remuneration
The shareholders that in total represent more than 55.3% of the votes conferred by the Company’s shares have announced to the Company that they will propose at the Annual General Meeting that the auditors’ remuneration be based on a reasonable invoiced amount accepted by the Company.
14. Deciding on the number and election of the auditors
The shareholders that in total represent more than 55.3% of the votes conferred by the Company’s shares have announced to the Company that they will propose at the Annual General Meeting that a firm of authorised public accountants be selected as the Company’s auditor. The aforementioned shareholders have announced to the Company that they will propose at the Annual General Meeting that Deloitte & Touché Oy, a firm of authorised public accountants, be selected as the auditors until the next Annual General Meeting. Deloitte & Touché Oy has notified that Hannu Mattila, APA, will act as the responsible auditor.
15. Authorising the Board of Directors to make a decision on the purchase of the Company’s own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board to decide on the purchase of 800,000 pieces of the Company’s own shares, at the maximum, using the non-tied equity of the Company, in one or several tranches, under the following terms:
The shares shall be purchased in trading on the regulated market in Helsinki Stock Exchange, and therefore the purchase will take place by private placing and not in relation to the shares owned by the shareholders. The sum paid for the shares is the price announced on the acquisition day for Restamax Plc’s shares on the regulated market on the stock list of Helsinki Stock Exchange. The shares are purchased in trading organised by NASDAQ OMX Helsinki Oy in accordance with its rules and regulations. The shares can be purchased for financing or carrying out possible acquisitions or other arrangements, to implement incentive systems within the Company, or for other purposes decided by the Board. The maximum amount of the shares to be purchased is approximately equivalent to 4.9% of all the shares and votes of the Company.
The Board of Directors shall decide on other matters related to the purchase of the Company’s own shares.
The proposed expiration date of the authorisation is 30 June 2017.
16. Authorising the Board of Directors to decide on the issue of shares and the issue of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorises the Board to decide on the issue of shares and the issue of special rights entitling to shares referred to in Section 1 of Chapter 10 of the Companies Act as follows:
With this authorisation, the Board can decide to issue 1,500,000 new shares, at the maximum, and the transfer of a maximum of 800,000 of the Company’s own shares held by the Company.
The Company can use the authorisation at once or in several parts. New shares can be issued, and the Company’s own shares held by the Company can be transferred either against a compensation or free of charge. The new shares can be issued and the Company’s own shares held by the Company can be transferred to the shareholders of the Company in proportion to their current shareholdings in the Company or in deviation from the shareholders pre-emptive rights by way of direct issue. The issue of new shares or transfer of the Company’s own shares held by the Company can also take place against apport property or by using a claim for the Company held by the subscriber to redeem the amount to be paid for the issue price or the price to be paid for the shares. The issue price of new shares and the sum to be paid for the Company’s shares held by the Company is subscribed in the reserve for invested non-restricted equity.
With this authorisation, the Board can provide options and other special rights referred to in Section 1 of Chapter 10 of the Companies Act that entitle to receive new shares or the Company’s shares held by the Company against payment and under the preconditions stated by the law.
The Board is authorised to decide on all the other matters related to issue of shares and the special rights referred to in Section 1 of Chapter 10 of the Companies Act.
The proposed expiration date of the authorisation is 30 June 2017. This authorisation overrides all previous authorisations to decide on the issue of shares and the issue of special rights entitling to shares.
17. Closing of the Annual General Meeting
B. Documents of the Annual General Meeting
The aforementioned decision proposals of the Board on the matters on the agenda of the Annual General Meeting, this notice, and Financial Statement documents are available to the shareholders starting from 31 March 2014 at the Restamax Plc head office, at the address Näsilinnankatu 48 E, 33200 Tampere, Finland, and on the Company’s website at www.restamax.fi.
The decision proposals and financial statement documents are also available at the Annual General Meeting, and their copies and the copies of this notice will be sent to the shareholders on request.
C. Instructions for the attendants of the Annual General Meeting
1. Shareholder entered in the shareholders’ register
Each shareholder who is registered on 9 April 2014 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the Annual 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 Annual General Meeting must register for the meeting no later than on 16 April 2014 at 4.00 p.m., by which time the notice of registration has to be received. The registration starts on 31 March 2014 at 2.00 p.m.
Registration for the Annual General Meeting can also take place via Restamax Plc’s website at www.restamax.fi, by sending a letter to the address Restamax Plc, Annual General Meeting, Näsilinnankatu 48 E, 33200 Tampere, Finland, by sending a fax to number +358 (0)3-2123 760 or by telephoning from Mon to Fri, from 10.00 a.m. to 3.00 p.m. to number +358 (0)3-2124 151.
In connection with the registration, a shareholder shall give his/her name, personal identification number or business ID, telephone number and the name and the personal identification number of a possible assistant, authorised representative or statutory representative. Personal data given to Restamax Plc by shareholders shall be used only in connection with the Annual 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 Annual General Meeting.
In accordance with Section 25 of Chapter of the Companies Act, shareholders present at the Annual General Meeting have the right to present questions on the matters discussed at the meeting.
2. Authorised representative and powers of attorney
A shareholder may use an authorised representative to use his/her rights at the Annual 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 Annual 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 Annual General Meeting notify of the shares on the basis of which each authorised representative represent him or her.
Possible powers of attorney should be delivered in original to the address Restamax Plc, Annual General Meeting, Näsilinnankatu 48 E, 33200 Tampere, Finland, before the last date of the registration.
3. Holders of nominee-registered shares
A holder of nominee-registered shares has the right to participate in the Annual 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 Ltd on 9 April 2014. The right to participate requires also that the shareholder on the basis of these shares has been temporarily registered in the shareholders’ register held by Euroclear Finland Ltd at the latest on 16 April 2014, at 10.00 a.m. As regards nominee-registered shares, this is considered due registration for the Annual 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 Annual General Meeting. The account management organisation of the custodian bank has to register a holder of nominee-registered shares who wants to participate in the Annual General Meeting temporarily in the shareholders’ register of the Company at the latest by the time stated above.
4. Other information
On the date of this notice, 31 March 2014, the total number of shares of Restamax Plc is 16,379,620 shares, representing an equal number of votes.
The Annual General Meeting will be held in Finnish.
We welcome all shareholders to the Annual General Meeting.
Tampere, 31 March 2014
Restamax Plc
Board of Directors
REGISTRATION FOR THE ANNUAL GENERAL MEETING
Documents of the Annual General Meeting
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THE PROPOSED MEMBERS OF THE RESTAMAX PLC’S 2014 BOARD OF DIRECTORS
A PROPOSAL THAT THE BOARD OF DICRECTORS BE GIVEN AUTHORISATION TO PURCHASE THE COMPANY’S OWN SHARES
A PROPOSAL ON USING THE PROFIT SHOWN ON THE BALANCE SHEET AND PAYING THE DIVIDEND