Restamax Oyj - Notice to general meeting

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

Restamax Plc

STOCK EXCHANGE RELEASE APRIL 5, 2016 at 9:00

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 27 April 2016 starting at 3:00 p.m. at Tampereen
Suomalainen Klubi at Puutarhakatu 13, 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 2015 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 0.27 be paid,
based on the Company's adopted balance sheet for the financial period that ended
31 December 2015. The dividend will be paid to the shareholders who on the
divided record date, 29 April 2016, are registered in the shareholders' register
held by Euroclear Finland Oy. The Board of Directors proposes that the dividend
be paid on 9 May 2016.

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

To the knowledge of the Board of Directors, the shareholders who in total
represent some 58.6% of the shares and votes of the Company have announced to
the Company that they will propose to the Annual General Meeting that the annual
remuneration to be paid to the Chairman of the Board of Directors be €25,000,
and €20,000 for the Vice-Chairman, and €10,000 for the other members of the
Board. No separate meeting attendance allowances will be paid. It is proposed
that travel expenses be paid according to the Company's travelling rules.

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

The shareholders who in total represent some 58.6% of the shares and votes of
the Company 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 58.6% of the shares and votes of
the Company 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 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 Timo Laine to be elected as the Chairman of the Board and Petri
Olkinuora as the Vice-Chairman.

All proposed persons have given their consent to the appointments.

13. Deciding on the auditors' remuneration

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

14. Decision on the number and election of the auditors

The shareholders who in total represent some 58.6% of the shares and votes of
the Company have announced to the Company that they will propose to the Annual
General Meeting that one 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, 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 assets 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 systems within the Company, or for
other purposes decided by the Board. The maximum number of the shares to be
purchased is equivalent to approximately 4.9% of all the shares and votes of the
Company calculated using the share count on the publication date of 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 Annual General Meeting
of 2017, 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 Annual General Meeting

The aforementioned proposals for decisions of the Board of Directors on the
matters on the agenda of the Annual General Meeting, this notice, and Financial
Statement documents with appendices are available to the shareholders no later
than starting from 5 April 2016 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 15 April 2016 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 22 April 2016 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 15
April 2016. 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 22 April 2016 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 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, 4 April 2016, the total number of shares and votes
of Restamax Plc is 16,379,620, and its subsidiaries hold 243,500 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 4 April 2016

Restamax Plc

Board of Directors

Additional information:
Markku Virtanen, CEO, Restamax Plc, tel. +358 400 836 477
Jarno Suominen, CFO, Restamax Plc, tel. +358 40 721 5655

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

Restamax Plc is a Finnish restaurant business and labour hire services group
established in 1996. 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 over 100
restaurants, nightclubs and entertainment centres all over Finland. Well-known
restaurant concepts of the group include Stefan's Steakhouse, Viihdemaailma
Ilona and Classic American Diner. In 2015, Restamax Plc's turnover was MEUR
113.6 and EBITDA MEUR 16.5. Depending on the season, some 1,000 persons work at
the Group. The workforce of Restamax subsidiary Smile Henkilöstöpalvelut Oy is
over 3,000.

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

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