Restamax Plc
STOCK EXCHANGE RELEASE, 22 April 2015 at 17:45
DECISIONS OF RESTAMAX PLC'S ANNUAL GENERAL MEETING
Restamax Plc's Annual General Meeting was held in Tampere today, 22 April 2015. The Annual General Meeting confirmed the financial statements for 2014 and discharged the Company's management from liability. The Annual General Meeting decided that a per-share dividend of EUR 0.22 shall be paid, based on Company's confirmed balance sheet for the financial period that ended on 31 December 2014. The dividend will be paid on 7 May 2015. The Annual General Meeting decided that the Board of Directors shall have six (6) members, and selected Deloitte & Touche Oy as the Company's auditor.
The Meeting was opened by the Chairman of the Board of Directors Timo Laine. Attorney at Law Heli Piksilä-Rantanen acted as the chair and LL.M. Hannu Selin as the secretary.
DECISIONS OF THE ANNUAL GENERAL MEETING
Financial statements
The Annual General Meeting confirmed Restamax Plc's financial statements and discharged the Members of the Board and the CEO from liability for the 2014 financial period.
Dividend
The Board of Directors decided that a per-share dividend of EUR 0.22 shall be paid, based on Company's adopted balance sheet for the financial period that ended on 31 December 2014. The dividend record date will be 24 April 2015, and the dividend will be paid on 7 May 2015.
The Board of Directors
The Annual General Meeting decided that the Board of Directors shall have six (6) members. The Annual General Meeting re-elected the current members of the Board, Timo Laine, Petri Olkinuora, Mikko Aartio, Jarmo Viitala and Mika Niemi, as members of the Board of Directors until the end of the next Annual General Meeting. Timo Everi was elected as a new member the Board of Directors. The Annual General Meeting elected Timo Laine as the Chairman of the Board and Petri Olkinuora as the Vice-Chairman.
The Annual General Meeting decided to leave the financial remuneration and reimbursement of travelling expenses of the Board members unchanged. The remunerations for the members of the Board of Directors shall be as follows until the next Annual General Meeting: 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 shall not be paid.
Auditor
The Annual General Meeting re-elected the firm of authorised public accountants, Deloitte & Touche Oy, as the auditor until the end of the next Annual General Meeting. Hannu Mattila, APA, shall act as the Company's responsible auditor. The Annual General Meeting decided, in accordance with the proposal of the Board, that the auditor's remuneration shall be paid on the basis of a reasonable invoice approved by the Company.
Authorisation to purchase the Company's own shares
The Annual General Meeting decided to 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 capital, when 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 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 purchased is equivalent to approximately 4.9% of all the shares and votes of the Company, calculated using the number of shares according to 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.
The purchase authorisation shall be valid until the end of the Annual General Meeting of 2016, however, no later than 18 months from the Annual General Meeting's authorisation decision.
Minutes of the Annual General Meeting
The Annual General Meeting minutes are available to the shareholders at the Restamax Plc head office and on the Company's website at www.restamax.fi/en/investors/general-meeting/annual-general-meeting-2015 no later than 6 May 2015.
Additional information:
Chairman of the Board of Directors Timo Laine, Restamax Plc, tel. +358 400 626 064
CEO Markku Virtanen, Restamax Plc, tel. +358 400 836 477
Distribution :
NASDAQ OMX Helsinki
Major media
www.restamax.fi
Restamax Plc is a Finnish restaurant business group established in 1996 that also offers labour hire services. The company, which listed on the NASDAQ OMX Helsinki stock exchange in 2013 and became the first Finnish listed restaurant company, has continued to grow steadily throughout its history. The Group companies include approximately 100 restaurants, cafés, pubs and nightclubs all over Finland. The Group's well-known restaurant concepts include the von Trappe restaurants, Bodega Salud, Viihdemaailma Ilona, American Diner, Daddy's Diner, Stefan's Steakhouse, and the Galaxie and Space Bowling & Billiards entertainment centres. Restamax Plc employs between 900 and 1,100 people depending on the season. The turnover for 2014 was MEUR 86.7 and EBITDA MEUR 12.0.
Restamax company website: www.restamax.fi, Restamax consumer website: www.ravintola.fi
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