Articles of association

Article 1 – Name and domicile of the company

The name of the company is Restamax Oyj, in English Restamax Plc, and its domicile is Tampere, Finland.

Article 2 – Line of business

The company is engaged in restaurant operations as well as in planning and consultancy activities related to the restaurant industry. The company also engages is labour recruitment, hire, outsourcing and mediation services. The company may own and control shares in companies engaged in the above-mentioned lines of business and provide management and other administrative services to them. The company may grant loans, guarantees and securities to the companies it owns wholly or partly and see to the supervision of these companies. The company may own shares and real estate and engage in securities trading and other investment activities.

Article 3 – Incorporation in the book-entry system

The shares of the company are incorporated in the book-entry system of securities after the registration period defined by the Board of Directors has ended.

Article 4 – Board of Directors

The company shall have a Board of Directors with five to seven regular members. The term of the Board members shall end at the closing of the next Annual General Meeting following the election.

Section 5 – CEO

The company shall have a CEO who is elected by the Board of Directors.

Article 6 – Representing the company

The Chairman of the Board of Directors and the CEO are authorized to represent the company alone. The Board of Directors may authorize one or more specifically named persons to represent the company or to represent the company per procurationem.

Article 7 – Auditor

The company shall have one auditor which should be an audit firm certified by the Finnish Central Chamber of Commerce. The term of the auditor shall end at the closing of the next Annual General Meeting following the appointment.

Article 8 – Accounting period

The company’s accounting period is from 1 January to 31 December.

Article 9 – Notice of a General Meeting

The notice of a General Meeting has to be published on the company’s website at the earliest three (3) months before and at the latest three (3) weeks before the General Meeting. However, the notice shall be published at least nine (9) days before the General Meeting Record Date. In addition, the Board of Directors may decide to publish the notice in some other manner. In order to attend the General Meeting, a shareholder must register with the company by the date stated in the notice of the Meeting, which may be no more than ten (10) days prior to the Meeting.

Article 10 – Annual General Meeting

The Annual General Meeting shall be held by the end of June as determined by the Board of Directors.

The Annual General Meeting shall review

1. the annual accounts, comprising an income statement, balance sheet, cash flow statement and the notes thereof, and
2. the auditors’ report; take resolutions on:
3. the approval of the annual accounts,
4. the use of the profit shown in the balance sheet,
5. discharging the members of the Board of Directors and the CEO from liability,
6. the number of members on the Board of Directors as well as the remuneration and the reimbursement of travel expenses, and
7. the number of auditors and the remuneration payable to the auditors; and elect
8. the members of the Board of Directors, and
9. the auditor.