NoHo Partners Oyj — Proxy Solicitation & Information Statement 2025

Mar 19, 2025

Notice to the Annual General Meeting of NoHo Partners Plc

Notice to the Annual General Meeting of NoHo Partners Plc

NoHo Partners Plc, Stock Exchange Release, 19 March 2025 at 9:45 EET

Notice to the Annual General Meeting of NoHo Partners Plc

Notice is given to the shareholders of NoHo Partners Plc to the Annual General
Meeting to be held on Wednesday 9 April 2025 at 10:00 EEST in Nokia Arena
Eventum restaurant at the address Kansikatu 3, 33100 Tampere. The reception of
persons who have registered for the meeting, the distribution of the voting
tickets and coffee catering shall commence at 9:00 EEST.

For the purposes of expanding the opportunities for shareholders' participation,
the opportunity has been reserved for the shareholders to exercise their rights
by voting in advance. Instructions for advance voting are provided in section C
of this notice “Instructions for participants in the General Meeting”.
Shareholders may submit questions, as referred to in Chapter 5, Section 25 of
the Finnish Limited Liability Companies Act, pertaining to matters to be
discussed at the meeting, also prior to the meeting in writing. Instructions for
submitting questions in writing are given in section C of this notice.

Shareholders, who are registered in the shareholder register of the company
maintained by Euroclear Finland Oy on the record date of the Annual General
Meeting, will be able to follow the meeting also online via live webcast.
Following the live webcast is not considered as participating in the Annual
General Meeting. Further instructions regarding the live webcast can be found in
this notice under section C.

The following of the company's largest shareholders Laine Capital Oy and Mika
Niemi, whose shareholdings entitle them to votes representing a total of
approximately 35.7% of all of the votes in the company (situation on 28
February), have announced in advance that they support the proposed resolutions
on the agenda for the Annual General Meeting included in the notice convening
the Annual General Meeting.

A. Matters on the Agenda of the Annual General Meeting

At NoHo Partners Plc's Annual General Meeting, the following matters shall be
considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of the persons to scrutinise the minutes and to supervise the
   counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Report of the Board of
   Directors and the Auditor's Report for the year 2024

7. Presentation of the review by the CEO

8. Adoption of the Financial Statements

9. Resolution on the use of the profit shown on the balance sheet and the
   distribution of dividends

NoHo Partners Plc's Board of Directors proposes to the Annual General Meeting
convening on 9 April 2025 that, a dividend of EUR 0.46 (0.43) per share shall be
paid based on the adopted balance sheet of the financial period ending on 31
December 2024.

The dividend is proposed to be paid in three instalments. The first instalment
of EUR 0.15 per share shall be paid to a shareholder who is registered in the
shareholder register of the Company maintained by Euroclear Finland Oy on the
dividend record date 8 May 2025. The payment date proposed by the Board of
Directors for this instalment is 15 May 2025.

The second instalment of EUR 0.15 per share shall be paid to a shareholder who
is registered in the shareholder register of the Company maintained by Euroclear
Finland Oy on the dividend record date 7 August 2025. The payment date proposed
by the Board of Directors for this instalment is 14 August 2025.

The third instalment of EUR 0.16 per share shall be paid to a shareholder who is
registered in the shareholder register of the Company maintained by Euroclear
Finland Oy on the dividend record date 6 November 2025. The payment date
proposed by the Board of Directors for this instalment is 13 November 2025.

At the time of the financial statements on 31 December 2024, there were
21,009,715 externally owned shares.

1. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

2. Consideration of the Remuneration Report for governing bodies

The Board of Directors proposes that the Annual General Meeting adopts the
Remuneration Report for the governing bodies. The resolution of the Annual
General Meeting to adopt the Remuneration Report is advisory.

1. Resolution on the remuneration and reimbursement of travel expenses of the
   members of the Board of Directors

Remuneration Committee proposes that the remuneration to the members of the
Board of Directors is paid as follows: the annual remuneration of the
chairperson of the Board of Directors is EUR 60,000, the annual remuneration of
the deputy chairperson is EUR 45,000 and the annual remuneration of the other
members of the Board is EUR 30,000. No proposal to pay separate attendance
allowances.

As an exception to the aforementioned, it is proposed that a separate
remuneration per meeting shall be paid to the persons elected to the committees
as follows: to the chairperson EUR 1,000 and to the members EUR 500.

It is proposed that travel expenses be reimbursed in accordance with the
company's travel rules.

1. Resolution on the number of members of the Board of Directors

Shareholders representing a total of approximately 35.7% of the shares and votes
in the company on the date of the notice convening the General Meeting propose
that six members shall be elected to the Board of Directors.

1. Election of the Chairperson, deputy Chairperson and members of the Board of
   Directors

Shareholders representing a total of approximately 35.7% of the shares and votes
in the company on the date of the notice convening the General Meeting propose
that Timo Laine, Timo Mänty, Mika Niemi, Petri Olkinuora, Kai Seikku and Maarit
Vannas shall be re-elected as members of the Board of Directors for a term of
office ending at the close of the Annual General Meeting 2026.

In addition, the aforementioned shareholders propose that Timo Laine shall be re
-elected as Chairperson of the Board of Directors and Timo Mänty as deputy
Chairperson.

Introductions and information of independence of all proposed Board member
candidates is given on the company's website at www.noho.fi/en/investors. All
the proposed individuals have given their consent to being elected.

1. Resolution on the remuneration of the Auditor

The Board of Directors proposes that the Auditor be remunerated in accordance
with the invoice approved by the company. For clarification it is noted that the
elected auditor would also be paid remuneration for services rendered for
sustainability reporting assurance services based on an invoice approved by the
company.

1. Election of the Auditor

The Board of Directors proposes that the audit firm Ernst & Young Oy, which has
informed the company that Juha Hilmola, APA, will serve as the responsible
auditor, be re-elected as the company's Auditor for a term that ends at the end
of the first Annual General Meeting following the election.

Ernst & Young Oy would also act as the sustainability reporting assurance
provider of the company until the end of the company's next Annual General
Meeting.

1. Authorising the Board of Directors to decide on the repurchase of the
   company's own shares

The Board of Directors proposes that the Annual General Meeting withdraw
previous unused authorisations to acquire the company's own shares and authorise
the Board of Directors to decide upon the purchase of a maximum of 800,000 of
the company's own shares in one or several tranches using the company's
unrestricted equity under the following conditions:

The shares are to be acquired in public trading arranged by Nasdaq Helsinki Ltd,
due to which the purchase will take place in directed manner, i.e. otherwise
than in proportion to the shareholdings of the shareholders, and the
consideration paid for the shares will be the market price of NoHo Partners
Plc's shares at the time of the purchase. Shares are to be acquired to be used
to finance or implement potential mergers or acquisitions or other arrangements,
to implement the company's incentive schemes or for other purposes decided by
the company's board of directors. The maximum number of shares that can be
acquired corresponds to approximately 3.8% of all of the shares and votes in the
company calculated based on the number of shares on the date of the notice
convening the Annual General Meeting.

The Board of Directors will decide upon other terms related to the repurchase of
company shares.

The authorisation is proposed to remain in force until the end of the next
Annual General Meeting, but for no more than 18 months from the Annual General
Meeting's resolution on the authorisation.

1. Authorisation of the Board of Directors to decide on the issuance of shares
   and/or the issuance of option rights and other special rights entitling to
   shares

The Board of Directors proposes that the General Meeting withdraw previous share
issue authorisations and authorise the Board of Directors to decide on the
issuance of shares and/or the issuance of option rights or other special rights
entitling to shares as follows:

The maximum number of shares to be issued pursuant to the authorisation in one
or more tranches is 3,000,000, corresponding to approximately 14.3% of all
registered shares in the company calculated based on the number of shares on the
date of the notice convening the Annual General Meeting.

The share issue and/or issue of option rights or other special rights can be
carried out in deviation from the shareholders' pre-emptive subscription right
(directed issue).

The authorisation can be used, for example, to implement mergers or acquisitions
or financing arrangements, to develop the company's equity structure, to improve
the liquidity of the company's shares, to implement the company's incentive
schemes or for other purposes decided by the company's Board of Directors. Under
the authorisation, a maximum of 275 000 shares may be issued for the
implementation of the company's incentive schemes, which corresponds to
approximately 1.3% of all registered shares in the company calculated based on
the number of shares on the date of the notice convening the Annual General
Meeting.

Under the authorisation, the Board of Directors may issue either new shares or
treasury shares. The Board of Directors would be authorised to decide on all
other conditions of the issuance of shares and/or option rights or other special
rights.

It is proposed that the authorisation be valid until the end of the next Annual
General Meeting, but for no more than 18 months from the Annual General
Meeting's resolution on the authorisation.

1. Closing of the Annual General Meeting

B. Documents of the Annual General Meeting

This notice, including all proposals of the Board of Directors and the
Nomination and Remuneration Committee relating to the agenda of the Annual
General Meeting, is available on NoHo Partners Plc's website at
www.noho.fi/en/investors. NoHo Partners Plc's Financial Statements, Board of
Directors' Report and Auditor's report, and the Remuneration Report for year
2024 are available at NoHo Partners' website. The minutes of the Annual General
Meeting will be available on the company's website no later than on 23 April
2025.

C. Instructions for the Participants in the Annual General Meeting

1. Shareholders registered in the shareholder register

Each shareholder, who on the record date of the Annual General Meeting, 28 March
2025, 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 are registered on their personal Finnish
book-entry accounts is registered in the company's shareholder register. Changes
in the shareholding after the record date of the General Meeting do not affect
the right to participate in the General Meeting or the shareholder's voting
rights.

Registration to the Annual General Meeting and advance voting commences on 20
March 2025 at 10:00 EET. A shareholder who is registered in the company's
shareholder register and wishes to participate in the Annual General Meeting
shall register for the meeting no later than on 2 April 2025 at 16:00 EEST. The
notice must be received before the end of the above-mentioned registration
period. The registration can be done in the following ways:

a) Through NoHo Partners' website at www.noho.fi/en/investors. Online
registration and advance voting on the company's website requires strong
electronic identification from the shareholder or their statutory representative
or proxy representative with Finnish, Swedish or Danish online banking
credentials or a mobile certificate.

b) By email sending the registration and advance voting form available on the
company's website at www.noho.fi/en/investors to agm@innovatics.fi.

c) By mail sending the registration and advance voting form available on the
company's website at www.noho.fi/en/investors to the address Innovatics Ltd,
General Meeting / NoHo Partners Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland.

The requested information, such as the shareholder's name, date of birth or
business ID and contact details as well as the name of any assistant or proxy
representative and the proxy representative's date of birth and contact details,
must be provided in connection with the registration. The personal data
disclosed in connection with the shareholders' registration will only be used in
connection with the Annual General Meeting and the processing of related
necessary registrations. Shareholders, their authorised representatives or proxy
representatives must, where necessary, be able to prove at the Meeting place
their identity and/or right to represent the shareholder.

Further information on registration and advance voting is available by telephone
during the registration period of the General Meeting by calling Innovatics Oy
at +358 10 2818 909 on weekdays from 9.00 to 12.00 and from 13.00 to 16.00.

1. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual
General Meeting by virtue of shares based on which they on the record date of
the Annual General Meeting, 28 March 2025, would be entitled to be registered in
the company's shareholder register held by Euroclear Finland Oy. In addition,
the right to participate requires that holders of nominee registered shares be
temporarily entered into the shareholder register maintained by Euroclear
Finland Oy based on these shares on 4 April 2025 at 10:00, at the latest. This
is considered registration for the Annual General Meeting as regards nominee
registered shares. Changes in the shareholding after the record date of the
General Meeting do not affect the right to participate in the General Meeting or
the shareholder's voting rights.

Holders of nominee registered shares are advised to contact their custodian bank
without delay to request the necessary instructions for the registration in the
temporary shareholder register of the company, the issuing of proxy documents
and voting instructions, registration and attendance at the Annual General
Meeting as well as advance voting when necessary. The account management
organisation of the custodian bank will register a holder of nominee registered
shares, who wishes to participate in the Annual General Meeting, into the
temporary shareholder register at the latest by the time stated above. The
account management organisation of the custodian bank representing the holders
of nominee-registered shares are recommended to vote in advance in the manner
described in this notice. The account management organisation of the custodian
bank will arrange advance voting on behalf of the holder of nominee registered
shares during the registration period applicable to holders of nominee
registered shares.

1. Proxy representatives and proxy documents

Shareholders may participate in the Annual General Meeting and exercise their
rights at the meeting also by way of proxy representation. Proxy representatives
must use strong electronic authentication when registering for the meeting and
voting in advance online, after which they can register and vote in advance on
behalf of the shareholder they represent. A proxy representative must produce a
dated proxy document or otherwise in a reliable manner demonstrate their right
to represent the shareholder at the Annual General Meeting.

Shareholders can also use the electronic Suomi.fi authorization service instead
of a traditional proxy document. In such cases, the shareholder authorizes a
proxy that they nominate in the Suomi.fi authorization service at www.suomi.fi/e
-authorizations using the mandate theme “Representation at the General Meeting”.
At the service, the authorized person must identify themselves using strong
electronic identification in connection with their registration, after which the
electronic authorization will be checked automatically. Strong electronic
identification can be done using online banking codes or Mobile ID. More
information is available on the website www.suomi.fi/e-authorizations.

When a shareholder participates in the Annual General Meeting by means of
several proxy representatives representing the shareholder with shares in
different securities accounts, the shares by which each proxy representative
represents the shareholder must be identified in connection with registration
for the Annual General Meeting.

Any proxy documents are requested to be submitted preferably as an attachment
with the electronic registration or alternatively by email to agm@innovatics.fi
or by mail to Innovatics Ltd, General Meeting / NoHo Partners Plc,
Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland so that they arrive prior than
the end of the registration and advance voting period. In addition to delivering
the proxy documents, a shareholder or their proxy representative shall ensure
registration for the Annual General Meeting as described in this notice
convening the Annual General Meeting. Model proxy documents and voting
instructions are available on the company's website www.noho.fi/en/investors.

1. Advance voting

Shareholders with a Finnish book-entry account can register and vote in advance
on certain matters on the agenda during the time period from 20 March 2025 at
10:00 EET to 2 April 2025 at 16:00 EEST in the following ways:

a) Through NoHo Partners' website at www.noho.fi/en/investors. Advance voting
takes place similarly as described in section C.1 of this notice.

b) By email sending the registration and advance voting form available are on
the company's website at www.noho.fi/en/investors to agm@innovatics.fi.

c) By mail sending the registration and advance voting form available are on the
company's website at www.noho.fi/en/investors to the address Innovatics Ltd,
General Meeting / NoHo Partners Plc, Ratamestarinkatu 13 A, FI-00520 Helsinki,
Finland.

The advance votes must be received by prior to the expiry of the advance voting
period. Sending in a duly populated advance voting form as set out above will be
deemed to constitute both registration and voting in advance provided that they
contain the above-mentioned information required for the registration.

Unless shareholders voting in advance are present at the meeting in person or by
way of proxy representation, they will not be able to use their rights under the
Limited Liability Companies Act to request a vote.

For holders of nominee-registered shares, advance voting is carried out via the
account manager. The account manager may cast advance votes on behalf of the
holders of nominee-registered shares in accordance with the voting instructions
provided by the holders of nominee-registered shares during the registration
period for the nominee-registered shares.

An agenda item subject to advance voting is considered to have been presented
unchanged to the Annual General Meeting. The terms and other instructions
related to the electronic advance voting are also available on the Company's
website at www.noho.fi/en/investors as of the beginning of the advance voting at
the latest.

1. Other information and instructions

The Annual General Meeting will be held in Finnish.

A shareholder has the right to ask questions referred to in chapter 5, section
25 of the Limited Liability Companies Act with respect to the matters to be
considered at the Annual General Meeting. Such questions can also be sent by
email to yhtiokokous@noho.fi no later than on 2 April 2025 at 16:00 EEST. The
company's management will respond such questions that have been presented in
advance and in writing in the Annual General Meeting. Posing questions requires
the shareholder to present an adequate statement of their shareholding in the
company.

Shareholders have the opportunity to follow the Annual General Meeting also via
an online stream. Shareholders are asked to take into account that merely
following the meeting remotely is not considered as official participation in
the Annual General Meeting and that it does not make possible for shareholders
to ask questions or exercise their rights in the Annual General Meeting. The
video link and password required to follow the meeting remotely will be sent by
e-mail and text message to the e-mail address and mobile phone number provided
at the time of registration. Following the meeting remotely is only possible for
shareholders who are entered in the company's shareholder register on the record
date of the Annual General Meeting. The Annual General Meeting's list of votes
and voting results will be determined based on advance voting as well as the
participants of the Annual General Meeting and votes given in the Annual General
Meeting. Registration will be open until the start of the meeting. More
information and instructions for following the live webcast are available on the
company's website at www.noho.fi/en.

On the date of the notice convening the Annual General Meeting, NoHo Partners
Plc has a total of 21,009,715 shares, entitling to as many votes. The company
holds no treasury shares on the date of the notice convening the Annual General
Meeting.

We wish our shareholders welcome to the Annual General Meeting.

Tampere, 19 March 2025

NoHo Partners Oyj

Board of Directors

Additional information

Sanna Sandvall, Head of IR & Communications, tel. +358 40760 0794

NoHo Partners Plc

NoHo Partners Plc is a Finnish group established in 1996, and it specialises in
restaurant services being the creative innovator of the Northern European
restaurant market. The company was listed in Nasdaq Helsinki in 2013 becoming
the first Finnish listed restaurant company, and it has continued to grow
strongly throughout its history.

The Group companies include some 300 restaurants in Finland, Denmark, Norway and
Switzerland. The well-known restaurant concepts include Elite, Savoy, Teatteri,
Sea Horse, Stefan's Steakhouse, Palace, Löyly, Friends & Brgrs, Campingen,
Cock's & Cows and Holy Cow!. Depending on the season, NoHo Partners employs
approx. 2,800 people converted into full-time employees, and in 2024, company's
turnover amounted to approx. MEUR 430. NoHo Partners' vision is to be the
leading restaurant operator in Northern Europe. More information is available at
noho.fi/en (https://www.noho.fi/en/).