Restamax Oyj - Notice to general meeting

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

Restamax Plc

STOCK EXCHANGE RELEASE, 31 March 2015 at 9:45

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 Wednesday 22 April 2015 starting at 3:00 p.m. in Tampere
Hall at Yliopistonkatu 55, 33100 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 2014 Financial Statements, Annual Report, and Auditor's
Report

- Review by the CEO

7. Adoption of the Financial Statements

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

The Board of Directors proposes that a per-share dividend of EUR 0.22 be paid,
based on Company's adopted balance sheet, for the financial period that ended
31 December 2014. The dividend shall be paid to shareholders who on the divided
record date, 24 April 2015, are registered in the Company's shareholders'
register held by Euroclear Finland Oy.

The Board of Directors proposes that the dividends be paid on 7 May 2015.

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

10. Deciding on the remuneration of the members of the Board of Directors

According to information received by the Board, the shareholders that in total
represent more than 52.8% of the votes conferred by the Company's shares, will
present their proposals later. The proposals will be published as a separate
Restamax Plc stock exchange release.

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

According to information received by the Board, the shareholders that in total
represent more than 52.8% of the votes conferred by the Company's shares, will
present their proposals later. The proposals will be published as a separate
Restamax Plc stock exchange release.

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

According to information received by the Board, the shareholders that in total
represent more than 52.8% of the votes conferred by the Company's shares, will
present their proposals later. The proposals will be published as a separate
Restamax Plc stock exchange release.

13. Deciding on the auditors' remuneration

The shareholders that in total represent more than 52.8% of the votes conferred
by the Company's shares have announced to the Company that they will propose to
the Annual General Meeting that auditors' remuneration be based on a reasonable
invoiced amount accepted by the Company.

14. Decision on the number and election of the auditors

The shareholders that in total represent more than 52.8% of the votes conferred
by the Company's shares have announced to the company that they will propose to
the Annual General Meeting that a firm of authorised public accountants be
selected as the Company's auditor. The aforementioned shareholders have
announced to the company that they will propose to the Annual General Meeting
that Deloitte & Touché Oy, a firm of authorised public accountants, 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 shall be acquired with the funds from the Company's
unrestricted equity, in which case the acquisitions decrease the distributable
profits of the Company. The shares shall be purchased in trading on the
regulated market in 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 acquired is equivalent to approximately 4.9% of all the shares and
votes of the Company calculated based on the number of shares on the date of
publishing the notice of 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 authorisation is proposed to expire at the end of the 2016 Annual General
Meeting, however no later than 18 months of the Annual General Meeting's
authorisation decision.

16. Closing of the Annual General Meeting

 B. Documents of the General Meeting

The aforementioned proposals for decisions of the Board on the matters on the
agenda of the General Meeting, this notice, and Financial Statement documents
with appendices are available to the shareholders starting from 31 March 2015 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 the financial statements documents are also available
at the General Meeting and copies of them and of this notice will be sent to the
shareholders upon request.

C. Instructions for the attendants of the Annual General Meeting

1. Shareholder entered in the shareholders' register

Each shareholder who on 10 April 2015 is registered in the shareholders'
register of the Company held by Euroclear Finland Oy has the right to
participate in the 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 17 April 2015 at 4:00 p.m., by which the notice of
registration must have been received. The registration starts on 31 March 2014
at 2:00 pm.

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, or
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, telephone number and the name and
the personal identification number of a possible assistant, authorised
representative or statutory representative. The personal data given to Restamax
Plc by shareholders shall be used only in connection with the 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 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 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
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 10
April 2015. 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 17 April 2015 at 10:00
am. As regards nominee-registered shares, this is considered due registration
for the 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
temporary registration in the shareholders' register, the issuing of powers of
attorney and registration for the 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 no later than by the time stated above.

4. Other information

In accordance with Section 5(25) of the Limited Liability Companies Act,
shareholders present at the General Meeting have the right to present questions
on the matters discussed at the meeting.

On the date of this notice, 31 March 2015, the total number of shares and votes
of Restamax Plc is 16,379,620, and its subsidiaries hold 173,000 of Restamax
Plc's own shares.

The General Meeting will be held in Finnish.

We welcome all shareholders to the General Meeting.

Tampere, 30 March 2015

Restamax Plc

Board of Directors

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

Distribution:
NASDAQ OMX Helsinki
Key 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 at NASDAQ OMX
Helsinki Oy 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, among others, 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 1,000 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

[HUG#1907490]