Annual general meeting 2017

Minutes of Annual General Meeting 2017 (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 26 April 2017, starting at 3.00 p.m. in Näsilinna, at Näsinpuisto, 33210 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 2016 Financial Statements, Annual Report, and Auditor’s Report

– Review by the CEO

7. Adoption of the Financial Statements

8. Deciding on the allocation of profit shown on the balance sheet and dividend distribution

The Board of Directors proposes that a per-share dividend of EUR 0.30 be paid, based on the Company’s adopted balance sheet for the financial period that ended 31 December 2016. The dividend will be paid to shareholders who on the divided record date, 28 April 2017, are registered in the Company’s shareholders’ register held by Euroclear Finland Oy. The Board of Directors proposes that the dividends be paid on 10 May 2017.

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

10. Deciding on the remuneration and travel expenses of the members of the Board of Directors

According to information received by the Board of Directors, shareholders who in total represent some 59.4% of all the Company’s shares and votes have announced to the Company that they will propose to the Annual General Meeting that the annual remuneration of the Chairman of the Board of Directors be €25,000, that it be €20,000 for the Vice-Chairman and for the other members of the Board of Directors, €10,000. Separate attendance allowances are not paid. It is proposed that travel expenses be reimbursed in accordance with the Company’s travel rules.

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

The shareholders who in total represent some 59.4% of all the Company’s shares and votes have announced to the Company that they will propose to 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 of Directors

The shareholders who in total represent some 59.4% of all the Company’s shares and votes have announced to the Company that they will propose to the Annual General Meeting that all the current members of the Board of Directors, Timo Laine, Petri Olkinuora, Mikko Aartio, Jarmo Viitala, Mika Niemi and Timo Everi, be elected as members of the Board of Directors for the term of office that expires at the end of the first Annual General Meeting following the election.

In addition, the aforementioned shareholders have announced that they will propose that Timo Laine be elected as Chairman of the Board of Directors and Petri Olkinuora as Vice-Chairman.

All proposed persons have given their consent to the appointments.

13. Deciding on the auditor’s remuneration

The Board of Directors proposes that the remuneration paid to the auditor be based on a reasonable invoice from the auditor approved by the Company.

14. Selection of auditor

The shareholders who in total represent some 59.4% of all the Company’s shares and votes have announced to the Company that they will propose to the Annual General Meeting that Deloitte & Touché Oy, an APA-accredited firm, 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 held by the Company shall be purchased with the funds from the Company’s unrestricted equity, meaning that the purchases decrease the distributable profits of the Company. The shares shall be purchased in trading on the regulated market in the 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 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 schemes within the Company, or for other purposes decided by the Board. The maximum amount of the shares to be purchased is equivalent to approximately 4.8 per cent of all the shares and votes of the Company calculated using the share count on the publication date of the invitation to 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.

It is proposed that the authorisation expire at the end of the Annual General Meeting of 2018, however no later than 18 months of the Annual General Meeting’s authorisation decision.

16. Authorising the Board of Directors to decide on a share issue

The Board of Directors proposes that the Annual General Meeting, revoking previous authorisations to issue shares, authorise the Board of Directors to decide on the issue of up to 1,500,000 new shares, and on the assignment of up to 800,000 of the Company’s own shares held by the Company (“Share Issue Authorisation”).

The new shares can be issued and the Company’s own shares held by it can be assigned in one or more instalments, either with or without payment. The new shares can be issued and the Company’s own shares held by it can be assigned to Company shareholders in proportion to the Company shares that they already own or, deviating from the shareholders’ pre-emptive right, in a special share issue if, from the Company’s perspective, there is a justified financial reason for it, such as the financing or implementation of corporate acquisitions or other arrangements, development of the Company’s equity structure, improvement of share liquidity or the implementation of Company incentives schemes. 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. A special issue may only be arranged without payment if a justified financial reason exists in terms of the overall benefit of the Company and all of its shareholders.

The Board of Directors shall decide on other matters related to share issues.

It is proposed that the Share Issue Authorisation expire at the end of the Annual General Meeting of 2018, however no later than 18 months from the Annual General Meeting’s Share Issue Authorisation decision.

17. Closing of the Annual General Meeting

B. Documents of the Annual General Meeting

The aforementioned decision proposals on the agenda of the Annual General Meeting, this notice, and Financial Statements documents with appendices are available to the shareholders starting from no later than 4 April 2017 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 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 attendees of the Annual General Meeting

1. Shareholder entered in the shareholders’ register

Each shareholder who on 12 April 2017 is registered 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 21 April 2017 at 4:00 p.m., by which time the notice of registration must have been received.

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, 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, address, telephone number and the name and the 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 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.

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 Annual 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 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 12 April 2017. 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 21 April 2017 at 10:00 am. 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 must register a holder of nominee-registered shares who wants to participate in the 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 Annual General Meeting have the right to present questions on the matters discussed at the meeting.

On the date of this notice, 3 April 2017, the total number of shares and votes of Restamax Plc is 16,619,620, and its subsidiaries hold 43,500 of Restamax Plc’s own shares.

The Annual General Meeting will be held in Finnish.

We welcome all shareholders to the Annual General Meeting.

Tampere 3 April 2017

Restamax Plc

Board of Directors

REGISTRATION FOR THE ANNUAL GENERAL MEETING

Privacy Statement Annual General Meeting 2017 (pdf)

Documents of the Annual General Meeting

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Restamax Plc Financial Statements 2016

Restamax Plc Auditor’s Report 2016

Restamax Plc Corporate Covernance Statement 2016