Restamax Plc
STOCK EXCHANGE RELEASE 31 MAY 2018 at 16:15
DECISIONS OF RESTAMAX PLC'S EXTRAORDINARY GENERAL MEETING
Restamax Plc's Extraordinary General Meeting was held today on Thursday, 31 May 2018 in Tampere. In order to implement the acquisition of the entire shareholding ("Corporate Transaction") of RR Holding Oy ("Royal Ravintolat") described in the stock exchange release published by the company on 12 April 2018, the meeting authorised the Board of Directors to decide on the issue of new shares for the implementation of a special issue and decided that the number of the permanent members of the Board of Directors be seven (7), conditional on the realisation of the Corporate Transaction.
The meeting was opened by Vice-Chairman of the company's Board of Directors Petri Olkinuora, attorney Heli Piksilä-Rantanen chaired the meeting, and attorney Hannu Selin acted as Secretary.
DECISIONS OF THE GENERAL MEETING
Amending the company's Articles of Association
The Board of Directors cancelled its proposal to change the company's business name in accordance with Section 1 of the Articles of Association.
Board of Directors
The meeting decided that the number of the permanent members of the Board of Directors be seven (7). The meeting elected Timo Laine, Petri Olkinuora, Mikko Aartio and Mika Niemi as continuing members of the Board of Directors as well as Saku Tuominen, Tomi Terho and Mikko Kuusi as new members of the Board of Directors for the term ending at the end of the next Annual General Meeting. The meeting elected Timo Laine as Chairman of the Board and Petri Olkinuora as Vice-Chairman.
The meeting approved, in accordance with the Board of Directors' proposal, that the decisions made under this item be conditional on the realisation of the Corporate Transaction, and should the Corporate Transaction not be realised, the decisions made under this item will become void.
Decision on a share issue authorisation to acquire the shares of RR Holding Oy
The meeting decided, in accordance with the Board of Directors' proposal, to authorise the Board of Directors to decide on the issuing of up to 2,300,000 new shares. Based on the authorisation, shares can be issued to be used as payment in the planned Corporate Transaction.
The new shares may be issued in a special share issue deviating from the shareholders' pre-emptive right if, from the company's perspective, there is a justified financial reason for it. 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 Board of Directors will decide on all other matters related to the share issue, including the subscription price determination criteria and the subscription price.
The share issue authorisation will remain valid until 31 December 2018. The authorisation does not override any previous share issue authorisations.
Authorising the Board of Directors to decide on a share issue
At the meeting, the Board of Directors announced that it was withdrawing the proposal that the meeting authorise the Board of Directors to decide on a share issue of a maximum of 2,500,000 new shares or the company's own shares held by the company.
Minutes of the General Meeting
The minutes of the meeting are available to shareholders at the Restamax Plc head office and on the company's website at http://www.restamax.fi/en/investors/general-meeting/extraordinary-general-meeting-2018/ no later than on 4 June 2018.
Additional information:
Timo Laine, Chairman of the Board of Directors, Restamax Plc, tel. +358 400 626 064
Juha Helminen, CEO, Restamax Plc, tel. +358 40 535 5560
Jarno Suominen, CFO, Restamax Plc, tel. +358 40 721 5655
Distribution:
NASDAQ Helsinki
Major media
www.restamax.fi
Restamax Plc is a Finnish restaurant business and labour hire services group established in 1996. 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 more than 130 restaurants, nightclubs and entertainment centres all over Finland. Well-known restaurant concepts of the Group include Stefan's Steakhouse, Viihdemaailma Ilona, Classic American Diner and Colorado Bar & Grill. In 2017, Restamax Plc's turnover was MEUR 185.9 and EBITDA MEUR 22.4. Depending on the season, the Group employs approximately 2,400 people converted into full-time workers. Restamax's subsidiary Smile Henkilöstöpalvelut Oy employs approximately 9,000 people per month.
Restamax company website: www.restamax.fi, Restamax consumer website: www.ravintola.fi, Smile Henkilöstöpalvelut: www.smilepalvelut.fi