Restamax Oyj - Notice to general meeting

Restamax Plc: NOTICE OF RESTAMAX PLC'S ANNUAL GENERAL MEETING

Restamax Plc

STOCK EXCHANGE RELEASE APRIL 3, 2017 at 16:30

NOTICE OF RESTAMAX PLC'S ANNUAL GENERAL MEETING

Notice is hereby given to the shareholders of Restamax Plc to the Annual General
Meeting to be held on 26 April 2017, starting at 3.00 p.m. in Näsilinna, at
Näsinpuisto, 33210 Tampere. The reception of those registered at the meeting,
distribution of voting tickets and coffee catering will begin at 2:00 pm.

A. Matters on the agenda of the Annual General Meeting

The following topics shall be discussed at the Annual 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 confirming the voters list

6. Presentation of the 2016 Financial Statements, Annual Report, and Auditor's
Report

- Review by the CEO

7. Adoption of the Financial Statements

8. Deciding on the allocation of profit shown on the balance sheet and dividend
distribution

The Board of Directors proposes that a per-share dividend of EUR 0.30 be paid,
based on the Company's adopted balance sheet for the financial period that ended
31 December 2016. The dividend will be paid to shareholders who on the divided
record date, 28 April 2017, are registered in the Company's shareholders'
register held by Euroclear Finland Oy. The Board of Directors proposes that the
dividends be paid on 10 May 2017.

9. Deciding on the discharge from liability for the members of the Board of
Directors and the CEO

10. Deciding on the remuneration and travel expenses of the members of the Board
of Directors

According to information received by the Board of Directors, shareholders who in
total represent some 59.4% of all the Company's shares and votes have announced
to the Company that they will propose to the Annual General Meeting that the
annual remuneration of the Chairman of the Board of Directors be €25,000, that
it be €20,000 for the Vice-Chairman and for the other members of the Board of
Directors, €10,000. Separate attendance allowances are not paid. It is proposed
that travel expenses be reimbursed in accordance with the Company's travel
rules.

11. Deciding on the number of the members of the Board of Directors

The shareholders who in total represent some 59.4% of all the Company's shares
and votes have announced to the Company that they will propose to the Annual
General Meeting that the Board of Directors comprise six (6) members.

12. Election of the Chairman, the Vice-Chairman and the members of the Board of
Directors

The shareholders who in total represent some 59.4% of all the Company's shares
and votes have announced to the Company that they will propose to the Annual
General Meeting that all the current members of the Board of Directors, Timo
Laine, Petri Olkinuora, Mikko Aartio, Jarmo Viitala, Mika Niemi and Timo Everi,
be elected as members of the Board of Directors for the term of office that
expires at the end of the first Annual General Meeting following the election.

In addition, the aforementioned shareholders have announced that they will
propose that Timo Laine be elected as Chairman of the Board of Directors and
Petri Olkinuora as Vice-Chairman.

All proposed persons have given their consent to the appointments.

13. Deciding on the auditor's remuneration

The Board of Directors proposes that the remuneration paid to the auditor be
based on a reasonable invoice from the auditor approved by the Company.

14. Selection of auditor

The shareholders who in total represent some 59.4% of all the Company's shares
and votes have announced to the Company that they will propose to the Annual
General Meeting that Deloitte & Touché Oy, an APA-accredited firm, be selected
as the auditors until the end of the next Annual General Meeting. Deloitte &
Touché Oy has notified that Hannu Mattila, APA, will act as the responsible
auditor.

15. Authorising the Board of Directors to make a decision on the purchase of the
Company's own shares

The Board of Directors proposes that the Annual General Meeting 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 equity, meaning that 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 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 schemes within the Company, or for
other purposes decided by the Board. The maximum amount of the shares to be
purchased is equivalent to approximately 4.8 per cent of all the shares and
votes of the Company calculated using the share count on 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.

It is proposed that the authorisation expire at the end of the Annual General
Meeting of 2018, however no later than 18 months of the Annual General Meeting's
authorisation decision.

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

The Board of Directors proposes that the Annual General Meeting, revoking
previous authorisations to issue shares, authorise the Board of Directors to
decide on the issue of up to 1,500,000 new shares,  and on the assignment of up
to 800,000 of the Company's own shares held by the Company ("Share Issue
Authorisation").

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 is a justified financial reason 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 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. A special issue may only be arranged without
payment if a justified financial reason exists in terms of the overall benefit
of the Company and all of its shareholders.

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

It is proposed that the Share Issue Authorisation expire at the end of the
Annual General Meeting of 2018, however no later than 18 months from the Annual
General Meeting's Share Issue Authorisation decision.

17. Closing of the Annual General Meeting

B. Documents of the Annual General Meeting

The aforementioned decision proposals on the agenda of the Annual General
Meeting, this notice, and Financial Statements documents with appendices are
available to the shareholders starting from no later than 4 April 2017 at the
Restamax Plc head office, at the address Hatanpään valtatie 1 B, 33100 Tampere,
Finland, and on the Company's website at www.restamax.fi.

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

C. Instructions for the attendees of the Annual General Meeting

1. Shareholder entered in the shareholders' register

Each shareholder who on 12 April 2017 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 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 Annual General Meeting must register for the
meeting no later than on 21 April 2017 at 4:00 p.m., by which time the notice of
registration must have been received.

The registration for the Annual General Meeting can also take place via Restamax
Plc's website at www.restamax.fi, by sending a letter to the address Restamax
Plc, Annual General Meeting, Hatanpään valtatie 1 B, 33100 Tampere, Finland, by
telephone Mon-Fri 10:00 a.m.-3:00 p.m. to 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 the 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 Annual
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 Annual General Meeting.

2. Authorised representative and powers of attorney

A shareholder may use an authorised representative to exercise his/her rights at
the Annual 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 Annual 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 Annual 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, Annual 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 Annual
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 Ltd on 12
April 2017. 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 Ltd by 21 April 2017 at 10:00
am. As regards nominee-registered shares, this is considered due registration
for the Annual 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 Annual General Meeting. The account management
organisation of the custodian bank must register a holder of nominee-registered
shares who wants to participate in the 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 Annual General Meeting have the right to
present questions on the matters discussed at the meeting.

On the date of this notice, 3 April 2017, the total number of shares and votes
of Restamax Plc is 16,619,620, and its subsidiaries hold 43,500 of Restamax
Plc's own shares.

The Annual General Meeting will be held in Finnish.

We welcome all shareholders to the Annual General Meeting.

Tampere 3 April 2017

Restamax Plc

Board of Directors

Additional information:
Timo Laine, Restamax Plc, Chairman of the Board of Directors, tel.
+358 400 626 064
Jarno Suominen, CFO, Restamax Plc, tel. +358 40 721 5655

Distribution:
NASDAQ OMX Helsinki
Major media
www.restamax.fi

Restamax Plc is a Finnish group established in 1996, specialising in restaurant
services and labour hire. The company, which listed on NASDAQ OMX Helsinki in
2013 and became the first Finnish listed restaurant company, has continued to
grow strongly throughout its history. The Group companies include some 120
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 2016, Restamax Plc's
turnover was MEUR 130.1 and EBITDA MEUR 19.4. Depending on the season, some
1,100 persons converted into full-time employees work at the Group. The
workforce of Restamax subsidiary Smile Henkilöstöpalvelut Oy is about 4,500.

Restamax company website: www.restamax.fi, Restamax consumer website:
www.ravintola.fi, Smile Henkilöstöpalvelut: www.smilepalvelut.fi

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