Extraordinary General Meeting 31 May 2018

Minutes of the Extraordinary General Meeting (PDF)

NOTICE OF RESTAMAX PLC’S EXTRAORDINARY GENERAL MEETING

Notice is hereby given to the shareholders of Restamax Plc to the Extraordinary General Meeting to be held on Thursday 31 May 2018 starting at 3:00 pm at Tampere’s Yo-talo at Kauppakatu 10, 33210 Tampere. The reception of those registered for the meeting, distribution of voting tickets and coffee catering will begin at 2:00 pm.

A. Matters on the agenda of the Extraordinary General Meeting

The following topics shall be discussed at the Extraordinary 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 adoption of the list of votes

6.Deciding on the amendment of the Articles of Association

The Board of Directors proposes that article 1 of the articles of association will be amended as for the trade name of the company. The Board of Directors is going to propose the new trade name later.

7. Deciding on the number of the members of the Board of Directors and election of the Chairman, the Vice-Chairman and the members of the Board of Directors

The Board of Directors proposes to the Extraordinary General Meeting that the Board of Directors comprise seven (7) members.

The Board of Directors proposes to the Extraordinary General Meeting that Timo Laine, Petri Olkinuora, Mikko Aartio, Mika Niemi, Saku Tuominen, Tomi Terho and Mikko Kuusi be elected as members of the Board of Directors for the term of office that expires at the end of the next Annual General Meeting. In addition, The Board of Directors proposes that Timo Laine be elected as Chairman and Petri Olkinuora as Vice-Chairman of the Board of Directors.

The Board of Directors propose that the resolutions to be made in this item, would be conditional on the materialisation of the intended acquisition of all shares in RR Holding Oy by the company and if the intended acquisition will not materialise, the resolutions will lapse.

8. Authorising the Board of Directors to decide on a share issue regarding the intended acquisition of shares in RR Holding Oy

The Board of Directors proposes that the Extraordinary General Meeting authorise the Board of Directors to decide on the issue of up to 2,300,000 new shares. The shares issued based on the authorisation can be used as a settlement in the intended transaction wherein the company shall purchase all shares in RR Holding Oy.

The new shares can be issued deviating from the shareholders’ pre-emptive right, in a special share issue if, from the company’s perspective, there are weighty financial reasons for it. The issue of new shares can also take place against contribution in kind 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 shall decide on all other matters related to share issues.

It is proposed that the Share Issue Authorisation will be valid until 31 December 2018. The authorisation shall not supersede earlier authorisations.

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

The Board of Directors proposes that the Extraordinary General Meeting authorise the Board of Directors to decide on the issuance of up to 2,500,000 new shares or company’s own shares held by the company.

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 are weighty financial reasons 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 contribution in kind 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 directed share issue may only be arranged without payment if there is an especially weighty reason in terms of the overall benefit of the company and all of its shareholders.

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

It is proposed that the authorisation expire at the end of the 2019 Annual General Meeting, however no later than 18 months from the General Meeting’s decision. The authorisation shall not supersede earlier authorisations.

10. Closing of the meeting

B. Documents of the Extraordinary General Meeting

The aforementioned decision proposals on the agenda of the Extraordinary General Meeting and this notice are available on Restamax Plc’s website at www.restamax.fi. Restamax Plc’s financial statements for the financial year 2017, the minutes of the Annual General Meeting 2018, interim report for the period 1 January – 31 March 2018, a statement by the Board of Directors on the events occurring after the latest interim report will be available starting from no later than 10 May 2018 on the company’s website and available to the shareholders at the Restamax Plc head office, at the address Hatanpään valtatie 1 B, 33100 Tampere, Finland.

The decision proposals and financial statements documents are also available at the General Meeting and copies of them and of this notice will be sent to the shareholders on request.

C. Instructions for the attendees of the Extraordinary General Meeting

1. Shareholder entered in the shareholders’ register

Each shareholder who on 21 May 2018 is registered in the shareholders’ register of the company held by Euroclear Finland Oy has the right to participate in the Extraordinary 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 Extraordinary General Meeting must register for the meeting no later than on 28 May 2018 at 4:00 pm, by which time the notice of registration must have been received. The registration starts on 23 April 2018 at 10:00 am.

The registration for the Extraordinary General Meeting can also take place via Restamax Plc’s website at www.restamax.fi, by sending a letter to the address Restamax Plc, Extraordinary General Meeting, Hatanpään valtatie 1 B, 33100 Tampere, Finland, or by telephone Mon-Fri 10:00 am-4:00 pm on 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 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 Extraordinary 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 Extraordinary General Meeting.

2. Authorised representative and powers of attorney

A shareholder may use an authorised representative to exercise his/her rights at the Extraordinary 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 Extraordinary 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 Extraordinary 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, Extraordinary 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 Extraordinary 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 Oy on 21 May 2018. 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 Oy by 28 May 2018 at 10:00 am. As regards nominee-registered shares, this is considered due registration for the Extraordinary 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 Extraordinary General Meeting. The account management organisation of the custodian bank must register a holder of nominee-registered shares who wants to participate in the Extraordinary 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 Extraordinary General Meeting have the right to present questions on the matters discussed at the meeting.

On the date of this notice, the total number of Restamax Plc’s shares and votes is 16.619.620, and its subsidiaries hold 43,500 of Restamax Plc’s own shares.

The Extraordinary General Meeting will be held in Finnish.

We welcome all shareholders to the Extraordinary General Meeting.

Tampere, 12 April 2018

Restamax Plc

Board of Directors

REGISTRATION FOR THE EXTRAORDINARY GENERAL MEETING STARTS ON 23 APRIL 2018 AT 10:00

REGISTRATION FOR THE EXTRAORDINARY GENERAL MEETING

Privacy Statement Extraordinary General Meeting 2018 (pdf)


Documents of the Annual General Meeting

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Restamax Plc Board of Directors Proposals 31.5.2018

The Proposed Members of Restamax Plc’s Board of Directors 31 May 2018

Restamax Plc Statement by the Board of Directors 9.5.2018

Restamax Plc Financial Statements 2017

Restamax Plc Auditor’s Report 2017

Restamax Plc Interim Report Q1/2018

Restamax Plc Minutes of Annual General Meeting 2018

RR Holding Oy Financial Statements 2017 (in Finnish)

RR Holding Oy Auditor’s Report 2017

KPMG Fairness Opinion Report of RR Holding Oy