NoHo Partners Oyj - Decisions of general meeting

Decisions of NoHo Partners Plc's Annual General Meeting

NoHo Partners Plc

STOCK EXCHANGE RELEASE 24 APRIL 2019 at 16:50

Decisions of NoHo Partners Plc's Annual General Meeting

NoHo Partners Plc's Annual General Meeting was held today 24 April 2019 in
Tampere. The meeting confirmed the 2018 financial statements and discharged the
company's management from liability. The meeting decided that, based on the
balance sheet confirmed for the financial period that ended on 31 April 2018, a
dividend of EUR 0.34 per share will be paid. The dividend will be paid on 9 May
2019. The Annual General Meeting decided that the Board of Directors will
comprise seven (7) members and elected Ernst & Young Ltd as the company's
auditor.

The meeting was opened by Chairman of the Board of Directors Timo Laine,
attorney Heli Piksilä-Rantanen chaired the meeting, and attorney Hannu Selin
acted as Secretary.

DECISIONS OF THE GENERAL MEETING

Financial statements

The meeting adopted NoHo Partners Plc's financial statements and discharged the
members of the Board of Directors and the CEOs from liability for the 2018
financial period.

Dividend

The Board of Directors decided that, based on the balance sheet adopted for the
financial period that ended on 31 December 2018, a dividend of EUR 0.34 per
share will be paid. The dividend record date is 26 April 2019, and the dividend
payment date is 9 May 2019.

Board of Directors

The meeting decided that the number of members of the Board of Directors will be
seven (7). As members of the Board, the meeting re-elected current members of
the Board Timo Laine, Petri Olkinuora, Mikko Aartio, Mika Niemi, Tomi Terho and
Saku Tuominen and Mia Ahlström, as a new member of the Board, to serve until the
end of the next Annual General Meeting. The meeting elected Timo Laine as
Chairman of the Board and Petri Olkinuora as Vice-Chairman.

The Annual General Meeting decided that the payment of remuneration and travel
expense reimbursements to the members of the Board of Directors would be as
follows until the following Annual General Meeting: annual remuneration to the
Chairman of the Board will be EUR 25,000, to the Vice-Chairman EUR 20,000 and to
other members EUR 10,000. Separate attendance allowances are not paid. Travel
expenses will be reimbursed in accordance with the company's travel rules.

Auditor

The Annual General Meeting re-elected as auditor Ernst & Young Ltd, a firm of
authorised public accountants, until the end of the next Annual General Meeting.
Juha Hilmola, APA, will act as the company's responsible auditor. In accordance
with the Board's proposal, the meeting decided that the auditor's remuneration
will be paid based on a reasonable invoice approved by the company.

Authorisation to purchase the company's own shares

The Annual General Meeting decided to 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 own shares shall be purchased with the funds from the company's
unrestricted equity, decreasing 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 NoHo Partners 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 Ltd 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 upon by the
Board of Directors. The maximum amount of the shares to be purchased is
equivalent to approximately 4.2% 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 the other matters related to the purchase
of the company's own shares.

The authorisation will expire at the end of the 2020 Annual General Meeting,
however no later than 18 months of the Annual General Meeting's authorisation
decision.

Authorisation to decide on share issue

The meeting decided, as proposed by the Board of Directors, to authorise the
Board of Directors to decide on a share issue under the following terms:

With this authorisation, the Board may decide to issue a maximum of 2,000,000
new shares, and to transfer no more than 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 incentive 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 was authorised to decide on the other matters related to
share issues.

The Share Issue Authorisation will expire at the end of the 2020 Annual General
Meeting, however no later than 18 months from the Annual General Meeting's Share
Issue Authorisation decision.

Minutes of the Annual General Meeting

The minutes of the Annual General Meeting are available to shareholders at the
NoHo Partners Plc head office (Hatanpään valtatie 1 B, FI-33100 Tampere) and on
the company's website at https://www.noho.fi/en/investors/general-
meeting/annual-general-meeting-2019/ on 8 May 2019 or sooner.

Additional information:
Aku Vikström, CEO, tel. +358 44 011 1989
Jarno Suominen, CFO, tel. +358 40 721 5655

Distribution:
NASDAQ Helsinki
Major media
www.noho.fi

NoHo Partners Plc is a Finnish group established in 1996, specialising in
restaurant services and labour hire. The company, which was listed on NASDAQ
Helsinki in 2013 and became the first Finnish listed restaurant company, has
continued to grow strongly throughout its history. The Group companies include
over 200 restaurants in Finland and Denmark. Well-known restaurant concepts of
the company include Elite, Savoy, Teatteri, Yes Yes Yes, Stefan's Steakhouse,
Palace, Löyly, Hanko Sushi and Cock's & Cows. In 2018, NoHo Partners Plc's net
sales was MEUR 323.2 and EBITDA MEUR 28.4. Depending on the season, the Group
employs approximately 4,000 people converted into full-time workers. NoHo
Partners Plc's subsidiary Smile Henkilöstöpalvelut Oyj employed approximately
10,000 people during the 2018 financial period.

NoHo Partners corporate website: www.noho.fi
NoHo Partners consumer websites: www.ravintola.fi and www.royalravintolat.fi
Smile Henkilöstöpalvelut: www.smilepalvelut.fi

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