ROBIT PLC STOCK EXCHANGE RELEASE 22 APRIL 2020 AT 15.30
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF ROBIT PLC
The Annual General Meeting of Robit Plc held today 22 April 2020 passed the following resolutions:
1. Adoption of the financial statements and consolidated financial statements
The General Meeting adopted the financial statements and consolidated financial statements for the financial period 1 January – 31 December 2019.
2. Payment of dividends
The General Meeting resolved that no dividend is paid based on the adopted balance sheet for the financial year 2019.
3. The Board of Directors was authorized to resolve on the distribution of funds from the company’s invested unrestricted equity fund
The Annual General Meeting resolved to authorise the Board of Directors to resolve that the maximum of EUR 0.03 per outstanding share, if any, be paid from the company’s distributable funds to the shareholders if the financial position of the Company is favourable to such distribution. The possible distribution of funds would be executed as repayment of capital from the company’s invested unrestricted equity fund. The Board of Directors has the right to decide on all other terms regarding the aforementioned distribution of funds. The authorisation remains in force until 31 December 2020. The company currently has 20 933 107 outstanding shares and holds 150 793 treasury shares. The refund of capital to be possibly distributed would therefore amount to EUR 627 993.21.
4. Resolution on discharge from liability
The General Meeting resolved to discharge the members of the board of directors and the managing directors from liability for the financial period ending 31 December 2019.
5. Remuneration policy
The General Meeting validated the remuneration policy.
6. Composition and remuneration of the Board of Directors
The General Meeting resolved that the Board of Directors consists of six (6) members.
The annual remuneration for the Chairman of the Board is EUR 35,000, of which 40% is paid as shares, and the remaining 60% is an advance tax withheld and paid to the Finnish Tax Administration by the company. In addition, a compensation of EUR 500 is paid per meeting. The compensation is paid per attended meeting. Other costs such as travel and lodging expenses will also be compensated.
The annual remuneration for the Board members is EUR 30,000, of which 40% is paid as shares and the remaining 60% is an advance tax withheld and paid to the Finnish Tax Administration by the company. In addition, a compensation of EUR 500 is paid per meeting. The compensation is paid per attended meeting. Other costs such as travel and lodging expenses will also be compensated.
The members of the working-, remuneration- and audit committees of the Board of Directors will receive an additional compensation of EUR 500 per attended meeting.
The annual remuneration for the entire term of office is paid to the Chair and to the Board Members in December 2020. The part of the remuneration that shall be paid in shares may be paid by issuing new shares in the company or by acquiring Shares by the authorization given to the Board of Directors by the General Meeting. The receiver of the remuneration shall pay the transfer tax.
Harri Sjöholm, Mammu Kaario, Mikko Kuitunen and Kalle Reponen were re-elected as members of the Board. Kim Gran and Anne Leskelä were elected as new members of the Board of Directors.
7. Election and remuneration of auditor
Ernst & Young Oy, an Authorized Public Accounting firm, was re-elected as the company's auditor for a term that will continue until the end of the next Annual General Meeting. Ernst & Young Oy has notified the company that Authorized Public Accountant Toni Halonen will serve as the company’s principal responsible auditor.
The General Meeting resolved to pay the auditor's remuneration in accordance with an invoice approved by the company.
8. The Board of Directors was authorised to resolve on the repurchase of the company’s own shares and/or accepting them as a pledge
The General Meeting resolved to authorize the Board of Directors to resolve on the acquisition of a maximum of 2,108,390 shares of the company’s own shares and/or accepting the same number of the company’s own shares as a pledge, in one or several tranches by using funds in the unrestricted shareholders' equity. The maximum total of shares that will be acquired and/or accepted as a pledge corresponds to 10% of all shares in the company as of the date of the summons to the Annual General Meeting. However, the company cannot, together with its subsidiary companies, own or accept as a pledge altogether more than 10% of its own shares at any point in time. The company’s shares may be purchased under this authorisation solely by using unrestricted shareholders' equity.
The shares will be acquired otherwise than in proportion to the share ownership of the shareholders via public trading arranged by Nasdaq Helsinki Ltd at the market price on the date on which the acquisition is made or otherwise at a price formed on the market. The authorisation shall be used e.g. for the purposes of implementing the company's share-based incentive systems or for other purposes as decided by the Board of Directors.
It was resolved that the authorization revokes the authorisation granted by the General Meeting on 27 March 2019 to decide on the acquisition of the company’s own shares.
The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2021.
9. The Board of Directors was authorised to resolve on a share issue and the issuance of special rights entitling to shares
The Annual General Meeting resolved to authorize the Board of Directors to resolve on a share issue and on the issuance of special rights entitling to shares as referred to in Chapter 10 Section 1 of the Finnish Limited Liability Companies Act, in one or more tranches, either against or without consideration.
The number of shares to be issued, including shares to be issued on the basis of special rights, may not exceed 2,108,390, which amounts to 10% of all shares in the company as of the date of the summons to the Annual General Meeting. The Board of Directors may decide to either issue new shares or to transfer any treasury shares held by the company.
The authorisation entitles the Board of Directors to decide on all terms that apply to the share issue and to the issuance of special rights entitling to shares, including the right to derogate from the shareholders' pre-emptive right. The authorisation shall be used e.g. for the purposes of strengthening the company’s balance sheet and improving its financial status, implementing the company's share-based incentive systems or for other purposes as decided by the Board of Directors.
The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2021. The authorisation revokes all previously granted, unused authorisations to decide on a share issue and the issuance of options or other special rights entitling to shares.
The minutes of the Annual General Meeting is made available no later than 6 May 2020 on the website of Robit Plc at https://www.robitgroup.com/?investor=corporate-governance/general-meeting.
ROBIT PLC
Board of Directors
ADDITIONAL INFORMATION:
Harri Sjöholm, Chair of the Board of Directors
+358 400 622 092
harri.sjoholm@robitgroup.com
Robit is a strongly internationalized growth company servicing global customers and selling drilling consumables for applications in mining, construction and contracting, tunneling and well drilling. The company's offering is divided into two product and service ranges: Top Hammer and Down-the-Hole. Robit has 10 of its own sales and service points throughout the world as well as an active sales network in 100 countries. Robit’s manufacturing units are located in Finland, South Korea, Australia and the UK. Robit’s shares are listed on NASDAQ Helsinki Ltd. Further information is available at: www.robitgroup.com
Distribution:
Nasdaq Helsinki Ltd
Key media
www.robitgroup.com