Annual General Meeting 2015

Minutes of Annual General Meeting 2015 (in Finnish) (PDF)

NOTICE OF RESTAMAX PLC’S ANNUAL GENERAL MEETING

Notice is hereby given to the shareholders of Restamax Plc to the Annual General Meeting to be held on Wednesday 22 April 2015 starting at 3:00 p.m. in Tampere Hall at Yliopistonkatu 55, 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 Annual General Meeting

The following topics shall be discussed at the Annual General Meeting of Restamax Plc:

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 2014 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 0.22 be paid, based on Company’s adopted balance sheet, for the financial period that ended 31 December 2014. The dividend shall be paid to shareholders who on the divided record date, 24 April 2015, are registered in the Company’s shareholders’ register held by Euroclear Finland Oy.

The Board of Directors proposes that the dividends be paid on 7 May 2015.

9. Deciding on discharge from liability for the members of Board of Directors and the CEO

10. Deciding on the remuneration of the members of the Board of Directors

According to information received by the Board, the shareholders that in total represent more than 52.8% of the votes conferred by the Company’s shares, will present their proposals later. The proposals will be published as a separate Restamax Plc stock exchange release.

11. Deciding on the number of the members of the Board of Directors

12. Election of the Chairman, the Vice-Chairman and the members of the Board

13. Deciding on the auditors’ remuneration

The shareholders that in total represent more than 52.8% of the votes conferred by the Company’s shares have announced to the Company that they will propose to the Annual General Meeting that auditors’ remuneration be based on a reasonable invoiced amount accepted by the Company.

14. Decision on the number and election of the auditors

The shareholders that in total represent more than 52.8% of the votes conferred by the Company’s shares have announced to the company that they will propose to 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 to the Annual General Meeting that Deloitte & Touché Oy, a firm of authorised public accountants, be selected as the auditors until the end of 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 authorise the Board to decide on using the Company’s unrestricted equity to purchase no more than 800,000 of the Company’s own shares in one or several tranches, taking into account the stipulations of the Limited Liability Companies Act regarding the maximum number of shares in possession of the Company and under the following terms:

The Company’s shares shall be acquired with the funds from the Company’s unrestricted equity, in which case the acquisitions decrease the distributable profits of the Company. The shares shall be purchased in trading on the regulated market in Helsinki Stock Exchange, and therefore the purchase takes 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 corporate 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 acquired is equivalent to approximately 4.9% of all the shares and votes of the Company calculated based on the number of shares on the date of publishing the notice of the Annual General Meeting, so the purchase of the shares does not have a significant influence on the share ownership and the distribution of voting rights in the Company.

The Board of Directors shall decide on other matters related to the purchase of the Company’s own shares.

The authorisation is proposed to expire at the end of the 2016 Annual General Meeting, however no later than 18 months of the Annual General Meeting’s authorisation decision.

16. Closing of the Annual General Meeting

B. Documents of the General Meeting

The aforementioned proposals for decisions of the Board on the matters on the agenda of the General Meeting, this notice, and Financial Statement documents with appendices are available to the shareholders starting from 31 March 2015 at the Restamax Plc head office, at the address Hatanpään valtatie 1 B, 33100 Tampere, Finland, and on the Company’s website at www.restamax.fi.

The decision proposals and the financial statements documents are also available at the General Meeting and copies of them and of this notice will be sent to the shareholders upon request.

C. Instructions for the attendants of the Annual General Meeting

1. Shareholder entered in the shareholders’ register

Each shareholder who on 10 April 2015 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 Annual General Meeting must register for the meeting no later than on 17 April 2015 at 4:00 p.m., by which the notice of registration must have been received. The registration starts on 31 March 2014 at 2:00 pm.

The 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, Hatanpään valtatie 1 B, 33100 Tampere, Finland, or by telephone Mon–Fri 10:00 a.m.–3:00 p.m. to number +358 10 4233 204.

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. 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 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 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, Annual 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 Ltd on 10 April 2015. 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 Ltd by 17 April 2015 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 temporary registration in the 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 General Meeting temporarily into the shareholders’ register no later than by the time stated above.

4. Other information

In accordance with Section 5(25) 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, 31 March 2015, the total number of shares and votes of Restamax Plc is 16,379,620, and its subsidiaries hold 173,000 of Restamax Plc’s own shares.

The General Meeting will be held in Finnish.

We welcome all shareholders to the General Meeting.

Tampere, 30 March 2015

Restamax Plc

Board of Directors

REGISTRATION FOR THE ANNUAL GENERAL MEETING
Documents of the Annual General Meeting

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Restamax Plc Balance Sheet Book 2014

Auditor’s Report 2014

Corporate Governance Statement 2014

Remuneration Statement 2014

A Proposal that the Board of Directors Be Given Authorisation to Purchase the Company’s Own Shares