Notice to the Annual General Meeting of NoHo Partners Plc
NoHo Partners Plc, Stock Exchange Release, 13 March 2024 at 14:00 EET
Notice to the Annual General Meeting of NoHo Partners Plc
Notice is given to the shareholders of NoHo Partners Plc to the Annual General Meeting to be held on Wednesday 10 April 2024 at 10:00 (EET) in Nokia Arena Eventum restaurant at the address Kansikatu 3, 33100 Tampere. The reception of persons who have registered for the meeting, the distribution of the voting tickets and coffee catering shall commence at 9:00 (EET).
For the purposes of expanding the opportunities for shareholders’ participation, the opportunity has been reserved for the shareholders to exercise their rights by voting in advance. Instructions for advance voting are provided in section C of this notice “Instructions for participants in the General Meeting”. Shareholders may submit questions, as referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, pertaining to matters to be discussed at the meeting, also prior to the meeting in writing. Instructions for submitting questions in writing are given in section C of this notice.
Shareholders, who are registered in the shareholder register of the company maintained by Euroclear Finland Oy on the record date of the Annual General Meeting, will be able to follow the meeting also online via live webcast. Following the live webcast is not considered as participating in the Annual General Meeting. Further instructions regarding the live webcast can be found in this notice under section C.
The following of the company’s largest shareholders Laine Capital Oy, Mika Niemi and PIMU Capital Oy, whose shareholdings entitle them to votes representing a total of approximately 40.8% of all of the votes in the company (situation on 29 February 2024), have announced in advance that they support the proposed resolutions on the agenda for the Annual General Meeting included in the notice convening the Annual General Meeting.
A. Matters on the Agenda of the Annual General Meeting
At NoHo Partners Plc’s Annual General Meeting, the following matters shall be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the Financial Statements, the Report of the Board of Directors and the Auditor’s Report for the year 2023
- Presentation of the review by the CEO
7. Adoption of the Financial Statements
8. Resolution on the use of the profit shown on the balance sheet and the distribution of dividends
NoHo Partners Plc’s Board of Directors proposes to the Annual General Meeting convening on 10 April 2024 that, a dividend of EUR 0.43 (0.40) per share shall be paid based on the adopted balance sheet of the financial period ending on 31 December 2023.
The dividend shall be paid in three instalments. The first instalment of EUR 0.14 per share shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the dividend record date 8 May 2024. The payment date proposed by the Board of Directors for this instalment is 16 May 2024.
The second instalment of EUR 0.14 per share shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the dividend record date 8 August 2024. The payment date proposed by the Board of Directors for this instalment is 15 August 2024.
The third instalment of EUR 0.15 per share shall be paid to a shareholder who is registered in the shareholder register of the Company maintained by Euroclear Finland Oy on the dividend record date 7 November 2024. The payment date proposed by the Board of Directors for this instalment is 14 November 2024.
At the time of the financial statements on 31 December 2023, there were 20,975,678 externally owned shares.
9. Resolution on the discharge of the members of the board of directors and the CEO from liability
10. Consideration of the Remuneration Report for governing bodies
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Report for the governing bodies. The resolution of the Annual General Meeting to adopt the Remuneration Report is advisory.
11. Consideration of the Remuneration Policy of the governing bodies
The Remuneration Policy of the company’s governing bodies was previously adopted in the 2020 Annual General Meeting and is available on the company’s website at www.noho.fi/en. The remuneration policy must be presented to the Annual General Meeting at least every four years or every time a material change is made.
The Board of Directors proposes that the Annual General Meeting adopts the Remuneration Policy for the governing bodies. The proposal for the new Remuneration Policy is attached to this notice and available on the company’s website at www.noho.fi/en. The resolution of the Annual General Meeting on the Remuneration Policy is advisory.
12. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Remuneration Committee proposes that 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, it is proposed that a separate remuneration per meeting shall be paid to the persons elected to the committees as follows: to the chairperson EUR 1,000 and to the members EUR 500.
It is proposed that travel expenses be reimbursed in accordance with the company’s travel rules.
13. Resolution on the number of members of the Board of Directors
The Nomination and Remuneration Committee proposes that six members shall be elected to the Board of Directors.
14. Election of the Chairperson, deputy Chairperson and members of the Board of Directors
The Nomination and Remuneration Committee proposes that Timo Laine, Mika Niemi, Petri Olkinuora and Kai Seikku shall be re-elected as members and Timo Mänty and Maarit Vannas shall be elected as new members of the Board of Directors for a term of office ending at the close of the Annual General Meeting 2025.
Mia Ahlström and Yrjö Närhinen have informed that they are not available for re-election. Yrjö Närhinen will take over the duties of the Chairperson of the Board of Directors of company’s significant subsidiary Better Burger Society Group Oy.
In addition, the Nomination and Remuneration Committee proposes that Timo Laine shall be re-elected as Chairperson of the Board of Directors and Timo Mänty shall be elected as deputy Chairperson.
Introductions and evaluation of independence of all proposed Board member candidates is given on the company's website at www.noho.fi/en/investors. All the proposed individuals have given their consent to being elected.
Timo Mänty, b. 1960, Finnish citizen, Master on Science (Econ.). Timo Mänty has worked e.g., as CEO of Onninen Oy 2011–2016, CEO of Rautakirja Oy 2008–2011 acting also as a member of the Executive Management Team in Sanoma Oyj, and as a CEO of Finnkino Oy 1997–2008. Mänty has also acted as a Chairperson of the Board in KH-Koneet Group since 2020 and in Linkosuo Oy since 2023. In addition, Mänty has acted e.g., as the Chairperson of the Board in Puuilo Oyj 2016–2023, member and Chairperson of the Board in Revenio Group Oyj 2008–2013, Chairperson of the Board in Omaeläinklinikka Oy 2017–2020 and member of the Board in Smile Oy/Eezy Oyj 2018–2023.
Maarit Vannas, b. 1973, Finnish citizen, Master of Science (Econ.). Maarit Vannas has worked e.g., as the Vice President, Marketing & Communications and member of the Executive Board in 2014–2023 in Planmeca Oy as well as in several manager and leadership positions in the company in 2002–2014 and as a member of the Executive Management Team in 2009–2023. Vannas has acted as the member of the Board in Finnadvance Oy since 2023 and as partner and member of the Board in Vasset Oy since 2006. In addition, she acted as the member of the Board in Nordic Institute of Dental Education in 2015–2023.
15. Resolution on the remuneration of the Auditor
The Board of Directors proposes that the Auditor be remunerated in accordance with the invoice approved by the company. For clarification it is noted that the elected auditor would also be paid remuneration for services rendered for sustainability reporting assurance services based on an invoice approved by the company.
16. Election of the auditor
The Board of Directors proposes that the audit firm Ernst & Young Oy, which has informed the company that Juha Hilmola, APA, will serve as the responsible auditor, be re-elected as the company’s Auditor for a term that ends at the end of the first Annual General Meeting following the election.
Ernst & Young Oy would also act as the sustainability reporting assurance provider of the company until the end of the company's next Annual General Meeting.
17. Authorising the Board of Directors to decide on the repurchase of the company’s own shares
The Board of Directors proposes that the Annual General Meeting withdraw previous unused authorisations to acquire 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 3.8% 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 Annual General Meeting.
The Board of Directors will decide upon other terms related to the repurchase of company shares.
The authorisation is proposed to remain in force until the end of the next Annual General Meeting, but for no more than 18 months from the Annual General Meeting’s resolution on the authorisation.
18. Authorisation of the Board of Directors to decide on the issuance of shares and/or the issuance of option rights and other special rights entitling to shares
The Board of Directors proposes that the General Meeting withdraw previous share issue authorisations and authorise the Board of Directors to decide on the issuance of shares and/or the issuance of 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 14.3% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the Annual 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 1.3% of all registered shares in the company calculated based on the number of shares on the date of the notice convening the Annual 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.
It is proposed that the authorisation be valid until the end of the next Annual General Meeting, but for no more than 18 months from the Annual General Meeting’s resolution on the authorisation.
19. Closing of the Annual General Meeting
B. Documents of the Annual General Meeting
This notice, including all proposals of the Board of Directors and the Nomination and Remuneration Committee relating to the agenda of the Annual General Meeting, is available on NoHo Partners Plc’s website at www.noho.fi/en/investors. NoHo Partners Plc’s Financial Statements, Board of Directors’ Report and Auditor's report, the Remuneration Policy and the Remuneration Report for year 2023 are available at NoHo Partners’ website. The minutes of the Annual General Meeting will be available on the company’s website no later than on 24 April 2024.
C. Instructions for the Participants in the Annual General Meeting
1. Shareholders registered in the shareholder register
Each shareholder, who on the record date of the Annual General Meeting, 27 March 2024, 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 are registered on their personal Finnish book-entry accounts is registered in the company’s shareholder register.
Registration to the Annual General Meeting and advance voting commences on 14 March 2024 at 10:00 EET. A shareholder who is registered in the company’s shareholder register and wishes to participate in the Annual General Meeting shall register for the meeting no later than on 3 April 2024 at 16:00 EET. The notice must be received by Innovatics Ltd before the end of the above-mentioned registration period. The registration can be done in the following ways:
a) Through NoHo Partners’ website at www.noho.fi/en/investors. Online registration and advance voting on the company’s website requires strong electronic identification from the shareholder or their statutory representative or proxy representative with Finnish or Swedish online banking credentials or a mobile certificate.
b) By email sending the registration and advance voting form available on the company’s website at www.noho.fi/en/investors to [email protected].
c) By mail sending the registration and advance voting form available on the company’s website at www.noho.fi/en/investors to the address Innovatics Ltd, Yhtiökokous / NoHo Partners Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
The requested information, such as the shareholder’s name, date of birth or business ID and contact details as well as the name and personal identification number of any proxy representative or statutory representative they may have, must be provided in connection with the registration. The personal data disclosed in connection with the shareholders’ registration will only be used in connection with the Annual General Meeting and the processing of related necessary registrations. Shareholders, their authorised representatives or proxy representatives must, where necessary, be able to prove at the Meeting place their identity and/or right to represent the shareholder.
Further information on registration and advance voting is available by telephone during the registration period of the General Meeting by calling Innovatics Oy at +358 10 2818 909 on weekdays from 9.00 a.m. to 12.00 p.m. and from 13.00 p.m. to 16.00 p.m.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of shares based on which they on the record date of the Annual General Meeting, 27 March 2024, would be entitled to be registered in the company’s shareholder register held by Euroclear Finland Oy. In addition, the right to participate requires that holders of nominee registered shares be temporarily entered into the shareholder register maintained by Euroclear Finland Oy based on these shares on 5 April 2024 at 10:00, at the latest. This is considered registration for the Annual General Meeting as regards nominee registered shares.
Holders of nominee registered shares are advised to contact their custodian bank without delay to request the necessary instructions for the registration in the temporary shareholder register of the company, the issuing of proxy documents and registration for the Annual General Meeting. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wishes to participate in the Annual General Meeting, into the temporary shareholder register at the latest by the time stated above. The account management organisation of the custodian bank representing the holders of nominee-registered shares are recommended to vote in advance in the manner described in this notice. The account management organisation of the custodian bank will arrange advance voting on behalf of the holder of nominee registered shares during the registration period applicable to holders of nominee registered shares.
3. Proxy representatives and proxy documents
Shareholders may participate in the Annual General Meeting and exercise their rights at the meeting also by way of proxy representation.
Proxy representatives must use strong electronic authentication when registering for the meeting and voting in advance online, after which they can register and vote in advance on behalf of the shareholder they represent. A proxy representative must produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the Annual General Meeting. Statutory right of representation may be demonstrated by using the Suomi.fi e-Authorisations service, which is in use in the online registration service.
When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with registration for the Annual General Meeting.
Any proxy documents are requested to be submitted preferably as an attachment with the electronic registration or alternatively by email to [email protected] or by mail to Innovatics Ltd, Yhtiökokous / NoHo Partners Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland so that they arrive prior than the end of the registration and advance voting period. Proxy documents may also be delivered in connection with the online registration and advance voting on the company’s website by uploading the proxy document as an attachment in the online service. In addition to delivering the proxy documents, a shareholder or their proxy representative shall ensure registration for the Annual General Meeting as described in this notice convening the Annual General Meeting.
4. Advance voting
Shareholders with a Finnish book-entry account can register and vote in advance on certain matters on the agenda during the time period from 14 March 2024 at 10:00 to 3 April 2024 at 16:00 in the following ways:
a) Through NoHo Partners’ website at www.noho.fi/en/investors. Advance voting takes place similarly as described in section C.1 of this notice.
b) By email sending the registration and advance voting form available are on the company’s website at www.noho.fi/en/investors to [email protected].
c) By mail sending the registration and advance voting form available are on the company’s website at www.noho.fi/en/investorsto the address Innovatics Ltd, Yhtiökokous / NoHo Partners Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland.
The advance votes must be received by prior to the expiry of the advance voting period. Sending in a duly populated advance voting form as set out above will be deemed to constitute both registration and voting in advance provided that they contain the above-mentioned information required for the registration.
Unless shareholders voting in advance are present at the meeting in person or by way of proxy representation, they will not be able to use their rights under the Limited Liability Companies Act to request a vote.
The advance voting form will be available on the company’s website as of the beginning of the advance voting at the latest.
5. Other information and instructions
The Annual General Meeting will be held in Finnish.
A shareholder has the right to ask questions referred to in chapter 5, section 25 of the Limited Liability Companies Act with respect to the matters to be considered at the Annual General Meeting. Such questions can also be sent by email to [email protected] no later than on 3 April 2023 at 16:00. The company’s management will respond such questions that have been presented in advance and in writing in the Annual General Meeting. Posing questions requires the shareholder to present an adequate statement of their shareholding in the company.
Shareholders have the opportunity to follow the Annual General Meeting also via an online stream. Shareholders are asked to take into account that merely following the meeting remotely is not considered as official participation in the Annual General Meeting and that it does not make possible for shareholders to ask questions or exercise their rights in the Annual General Meeting. The video link and password required to follow the meeting remotely will be sent by e-mail and text message to the e-mail address and mobile phone number provided at the time of registration. Following the meeting remotely is only possible for shareholders who are entered in the company’s shareholder register on the record date of the Annual General Meeting. The Annual General Meeting’s list of votes and voting results will be determined based on advance voting as well as the participants of the Annual General Meeting and votes given in the Annual General Meeting. Registration will be open until the start of the meeting. More information and instructions for following the live webcast are available on the company’s website at www.noho.fi.
On the date of the notice convening the Annual General Meeting, NoHo Partners Plc has a total of 21,009,715 shares, entitling to as many votes. The company holds no treasury shares on the date of the notice convening the Annual General Meeting.
We wish our shareholders welcome to the Annual General Meeting.
Tampere, 13 March 2024
NoHo Partners Plc
Board of Directors
Additional information
Aku Vikström, CEO, [email protected] (Executive assistant Niina Kilpeläinen, tel. +358 50 413 8158)
Jarno Suominen, Deputy CEO, tel. +358 40 721 5655
NoHo Partners Plc
NoHo Partners Plc is a Finnish group established in 1996, and it specialises in restaurant services being the creative innovator of the Northern European restaurant market. The company was listed in Nasdaq Helsinki in 2013 becoming the first Finnish listed restaurant company, and it has continued to grow strongly throughout its history.
The Group companies include some 300 restaurants in Finland, Denmark, Norway and Switzerland. The well-known restaurant concepts include Elite, Savoy, Teatteri, Sea Horse, Stefan’s Steakhouse, Palace, Löyly, Friends & Brgrs, Campingen, Cock’s & Cows and Holy Cow!. Depending on the season, NoHo Partners employs approx. 2,800 people converted into full-time employees, and in 2023, company’s turnover amounted to approx. MEUR 370. NoHo Partners’ vision is to be the leading restaurant company in Northern Europe. More information is available at noho.fi/en.