ROBIT PLC STOCK EXCHANGE RELEASE 27 MARCH 2019 AT 16.00
RESOLUTIONS OF ROBIT PLC'S ANNUAL GENERAL MEETING 2019
The Annual General Meeting of Robit Plc held today 27 March 2019 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 2018.
2. Payment of dividends
The General Meeting resolved that no dividend is paid based on the adopted balance sheet for the financial year 2018.
3. 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 2018.
4. Composition and remuneration of the board of directors
The General Meeting resolved that the Board of Directors consists of five (5) members.
The annual remuneration for the Chairman of the Board is EUR 45,000, 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 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 attended meeting. Other costs such as travel and lodging expenses will also be compensated.
In addition to the aforementioned remuneration, members of the Board of Directors' working committee will be paid an additional compensation of EUR 500 for each meeting they attend. The Chairman of the Board of Directors shall not be paid the additional working committee remuneration, as this remuneration is already included in his compensation stated above.
The members of the nomination-, 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 2019. 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 of Shareholders. The receiver of the remuneration shall pay the transfer tax.
Harri Sjöholm, Mammu Kaario, Mikko Kuitunen, Kai Seikku and Kalle Reponen were re-elected as members of the Board.
5. 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 Mikko Järventausta will serve as the company's principal responsible auditor.
The General Meeting resolved to pay the auditor's remuneration in accordance with the reasonable invoice approved by the company.
6. 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.
The authorization to repurchase own shares granted by the General Meeting on 28 March 2018 was revoked.
The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2020.
7. 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 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 2020. The authorisation will revoke all previously granted, unused authorisations to decide on a share issue and the issuance of options or other special rights entitling to shares.
8. Shareholders' nomination board was established
The General Meeting resolved that a shareholders' nomination board shall be established in order to prepare proposals concerning the election and remuneration of the Board Members as well as the remuneration of the members of the various Board committees that will be submitted to future Annual General Meetings and to any Extraordinary General Meetings where necessary. In addition, the General Meeting resolved that the work schedule of the shareholders' nomination board, which is appended as an Appendix 1 of the Board's proposal, is approved. The work schedule of the shareholders' nomination board is available on the company's website at https://www.robitgroup.com/?investor=corporate-governance/general-meeting.
The shareholders' nomination board shall be comprised of representatives appointed by the company's four largest shareholders.
Each year, those four shareholders that hold the largest share of the votes conferred by all shares in the company on the first working day of the September preceding the applicable Annual General Meeting pursuant to the shareholders' register maintained by Euroclear Finland Ltd will be entitled to appoint members that represent the shareholders. The Chair of the Board of Directors will request the four largest shareholders, which will be determined as stated above, to each appoint one member to the shareholders' nomination board. In the event that a shareholder has divided its holdings e.g. between several funds or its holdings are registered in several registers and the shareholder is obliged, under the Finnish Securities Markets Act, to take these holdings into consideration when disclosing any changes in its ownership shares (flagging obligation), all of the holdings of such a shareholder will be taken into consideration when calculating its share of all votes in order to determine whether the said shareholder is entitled to appoint a member to the shareholders' nomination board if the shareholder submits a written request to the Chair of the Board of Directors to that effect on the 31st day of the August preceding the applicable Annual General Meeting.
In the event that two or more shareholders hold equal ownership shares and the representative of both or all shareholders cannot be appointed to serve on the shareholders' nomination board, the right to appoint a representative to the shareholders' nomination board will be decided by drawing lots.
If a shareholder does not wish to exercise its right of appointment, the right will be transferred to the next largest shareholder that would otherwise not have the right of appointment.
The Chair of the Board of Directors will convene the first meeting of each term of office of the shareholders' nomination board, and the representative of the largest shareholder will be appointed as the chair of the shareholders' nomination board, unless the shareholders' nomination board specifically decides otherwise. In the event that the representative of one of the largest shareholders simultaneously serves as the Chair of the company's Board of Directors, they cannot be appointed as the chair of the shareholders' nomination board, but they can serve as a member thereof as a representative of the relevant shareholder. Once the shareholders' nomination board has been elected, the company will publish a stock exchange release to announce the composition thereof.
The shareholders' nomination board must submit its proposal to the company's Board of Directors on an annual basis and at the latest on the 31st day of the January preceding the applicable Annual General Meeting. The shareholders' nomination board must keep all proposals confidential until the company has published them. All inside information that the members of the shareholders' nomination board become aware of is subject to the provisions of the Finnish Securities Markets Act.
The shareholders' nomination board will operate until further notice, i.e. until the General Meeting decides otherwise. The term of office of the members of the shareholders' nomination board will end upon the appointment of the members of the new shareholders' nomination board. The members of the shareholders' nomination board will not receive any compensation for acting as a member thereof. The members will be compensated for their travel costs in accordance with the company's travel policy. In order to carry out its duties and where necessary, the shareholders' nomination board may retain the services of external experts whose costs are subject to the approval of the company.
The minutes of the Annual General Meeting is made available no later than 10 April 2019 on the website of Robit Plc at https://www.robitgroup.com/?investor=corporate-governance/general-meeting.
ROBIT PLC
Board of Directors
Further information:
Harri Sjöholm, Chairman of the Board of Directors
+358 400 622 092
harri.sjoholm@robitgroup.com
Distribution:
Nasdaq Helsinki Ltd
Key media
www.robitgroup.com
Robit is a strongly internationalised growth company servicing global customers and selling drilling consumables for applications in mining, construction and contracting, tunnelling and well drilling. The company's offering is divided into three product and service ranges: Top Hammer, Down-the-Hole and Digital Services. Robit has 15 of its own sales and service points throughout the world as well as an active sales network in 115 countries. Robit's manufacturing units are located in Finland, South Korea, Australia, the UK and the USA. Robit's shares are listed on NASDAQ Helsinki Ltd. Further information is available at: www.robitgroup.com
