SUMMONS TO ROBIT PLC’S ANNUAL GENERAL MEETING
ROBIT PLC STOCK EXCHANGE RELEASE
15 FEBRUARY 2022 AT 12.00 PM
SUMMONS TO ROBIT PLC’S ANNUAL GENERAL MEETING
The shareholders of Robit Plc are hereby invited to the Annual
General Meeting to be held on Tuesday, 22 March 2022 from
2.00 pm onwards at Hotel Ilves (Ballroom), address Hatanpään
valtatie 1, 33100, Tampere, Finland. The reception of registered
participants and the distribution of ballots will commence at 1.30
pm.
A. Matters on the agenda of the general meeting
The following matters will be discussed at the General
Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to
supervise the counting of votes
4. Recording the legality of the meeting
5. Recording attendance at the meeting and adoption of the
list of votes
6. Presentation of the financial statements and consolidated
financial statements, the annual report and the auditor’s report
for the year 2021
Review by the CEO.
7. The adoption of the financial statements, which also
includes the adoption of consolidated financial statements
8. Use of the profit shown in the balance sheet and deciding
on the payment of dividends
The Board of Directors proposes to the Annual General Meeting
that the profit for the financial year 2021 be transferred to the
previous accounting period’s retained earnings account and that no
dividend be paid based on the adopted balance sheet for the
financial year 2021.
9. Resolution on the discharge of the members of the Board of
Directors and the CEO from liability
10. Handling of remuneration report for governing
bodies
The Board of Directors proposes that the remuneration report for
governing bodies be approved. The decision is advisory in
accordance with the Limited Liability Companies Act. The
remuneration report will be available on the company’s website at
https://www.robitgroup.com/investor/corporate-governance/general-meeting/
no later than on 25 February 2022.
11. Resolution on the number of Board Members
The Shareholders’ Nomination Board proposes to the Annual
General Meeting that six (6) members be appointed to the Board of
Directors.
12. Resolution on the remuneration of the Board
Members
The Shareholders’ Nomination Board proposes to the Annual
General Meeting that the annual remuneration payable to the
Chairman of the Board is EUR 50 000, of which 40% will be paid as
shares and the remaining 60% as an advance tax withheld and paid to
the Finnish Tax Administration by the company. The annual
remuneration payable to each Board Member is EUR 30 000, of which
40% will be paid as shares and the remaining 60% as an advance tax
withheld and paid to the Finnish Tax Administration by the company.
An additional compensation of EUR 500 will be paid to the Board
Members and the Chairman of the Board for each board meeting or
committee meeting they have attended. Additionally, other costs
such as travel, and lodging expenses will also be compensated.
The annual remuneration for the entire term of office will be
paid to the Chairman of the Board and to the Board Members in
December 2022. The shares that form part of the remuneration
payable to the Chairman of the Board and to the Board Members can
be new shares issued by the company or shares acquired thereby
pursuant to an authorisation provided to the Board of Directors by
the General Meeting. The receiver of the remuneration will pay the
applicable transfer tax.
13. Election of the Board Members
The Shareholders’ Nomination Board proposes to the General
Meeting that current Board Members Kim Gran, Mikko Kuitunen, Anne
Leskelä and Harri Sjöholm be re-elected for a new term of office.
The Shareholders’ Nomination Board further proposes that Eeva-Liisa
Virkkunen and Markku Teräsvasara be elected as new members of the
Board of Directors.
The Board Members’ term of office will continue until the end of
Annual General Meeting held in 2023.
All candidates have consented to being elected to the position
of Board Member and all are independent of the company and its
significant shareholders except for Harri Sjöholm, who is dependent
on the company and on a significant shareholder of the company.
The candidates’ profiles are available on Robit Plc’s website at
https://www.robitgroup.com/investor/corporate-governance/general-meeting/.
14. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the
remuneration of the elected auditor be paid in accordance with an
invoice approved by the company.
15. Election of the auditor
The Board of Directors has assessed the operations and
impartiality of the company’s current auditor, Ernst & Young.
The Board of Directors recommends that Ernst & Young be
re-elected as the company’s auditor for a term of office expiring
at the end of the following Annual General Meeting. Ernst &
Young has announced that it intends to appoint Toni Halonen,
Authorised Public Accountant, as the company’s principal
responsible auditor.
16. Authorising the Board of Directors to decide on the
acquisition of the company’s own shares and/or accepting them as a
pledge
The Board of Directors proposes that the General Meeting
authorises the Board of Directors to decide upon the acquisition of
a maximum of 2 117 990 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 the company’s 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 this summons.
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 Board of Directors proposes that this authorisation 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 Board of Directors proposes that this authorisation be
considered to cancel the authorisation granted by the General
Meeting on 25 March 2021 to decide on the acquisition of the
company’s own shares.
The Board of Directors proposes that the authorisation remain in
force until the end of the following Annual General Meeting,
however, no longer than 30 June 2023.
17. Authorising the Board of Directors to decide on a share
issue and the issuance of special rights entitling to
shares
The Board of Directors proposes that the Annual General Meeting
authorises the Board of Directors to decide 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 2 117 990,
which amounts to 10% of all shares in the company as of the date of
this summons. 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 Board of Directors
proposes that this authorisation 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 Board of Directors proposes that the authorisation remain in
force until the end of the following Annual General Meeting,
however, no longer than 30 June 2023. This authorisation cancels
any previously granted, unused authorisations to decide on a share
issue and the issuance of options or other special rights entitling
to shares.
18. Closing of the Annual General Meeting
B. Documents of the annual general meeting
The aforementioned proposals that are included on the agenda of
the General Meeting as well as this summons are available on Robit
Plc’s website at
https://www.robitgroup.com/investor/corporate-governance/general-meeting/.
Robit Plc’s financial statements, annual report and auditor’s
report will be published on the aforementioned website on 25
February 2022 at the latest. The proposals and other documents
referred to above will also be available at the meeting, and copies
of them and this summons will be sent to shareholders upon
request.
The minutes of the General Meeting will be published on the
aforementioned website on 1 April 2022.
C. Instructions for the participants to the general meeting
1. Shareholders registered in the shareholders’
register
The right to attend the General Meeting is restricted to a
shareholder who, on 10 March 2022 (record date of the General
Meeting), is recorded as a shareholder in the company’s shareholder
register maintained by Euroclear Finland Ltd. Shareholder whose
shares are registered in his/her personal Finnish book-entry
account is registered in the company’s shareholder register.
Changes in shareholdings that take place after the record date
of the General Meeting will not affect the shareholders’ right to
attend the General Meeting or exercise their voting rights at the
General Meeting.
Shareholder who is registered in the company’s shareholder
register and who wish to attend the General Meeting must register
for the meeting by giving a prior notice of participation, which
has to be received by the company no later than 12 March 2022 at
10.00 am.
Shareholders can register for the General Meeting:
- on the company’s web page at www.robitgroup.com or
- by email at investors@robitgroup.com
Personal data given to Robit Plc by shareholders is used only in
connection with the General Meeting and with the processing of
related registrations. The shareholders and their representatives
or proxies must be able to prove their identity and/or right of
representation at the meeting, if necessary.
2. Holders of nominee registered shares
Holders of nominee registered shares have the right to
participate in the General Meeting by virtue of such shares based
on which they would on 10 March 2022 (record date of the General
Meeting) be entitled to be registered in the company’s shareholder
register maintained by Euroclear Finland Ltd. In addition, the
right to participate in the General Meeting requires that the
shareholder on the basis of such shares has been registered in the
temporary shareholder register maintained by Euroclear Finland Ltd
at the latest by 17 March 2022 at 10.00 am. As regards to nominee
registered shares, this is considered to constitute due
registration for the General Meeting.
Holders of nominee registered shares are advised to request in
good time the necessary instructions regarding the temporary
registration in the company’s shareholder register, issuing of
proxy documents and registration for the General Meeting from their
custodian bank. The account management organisation of the
custodian bank must register the holders of nominee registered
shares who wish to participate in the General Meeting to be
temporarily entered in the company’s shareholder register at the
latest by the time stated above.
3. Proxy representatives and powers of attorney
Shareholders may participate in the General Meeting and exercise
their rights at the meeting by way of proxy representation.
The shareholders may issue a proxy by using the proxy service
provided by the company. Due to the coronavirus pandemic, the
company recommends that the shareholders authorize Attorney at Law,
Jari Gadd from Borenius Attorneys Ltd or his order to represent the
shareholder in the General Meeting. A model of proxy and more
detailed instructions are available at the company’s website at
https://www.robitgroup.com/investor/corporate-governance/general-meeting/.
Please submit any proxy forms addressed to Jari Gadd by email to
jari.gadd@borenius.com or by mail to Borenius Attorneys Ltd, Jari
Gadd, Hämeenkatu 13b A, FI-33100 Tampere, Finland, by the closing
of the registration period.
A shareholder may participate in the Annual General Meeting and
exercise its rights also by appointing another proxy
representative. Proxy representatives must produce a dated power of
attorney or otherwise prove in a reliable manner their right to
represent the shareholder at the General Meeting. When a
shareholder participates in the General Meeting by means of several
proxy representatives representing the shareholder with shares at
different securities accounts, the shares by which each proxy
representative represents the shareholder must be identified in
connection with the registration for the General Meeting.
Any powers of attorney are requested to be delivered in
originals to Robit Plc, Annual General Meeting, Vikkiniityntie 9,
33880 Lempäälä, Finland, before the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, section 25 of the Finnish
Limited Liability Companies Act, a shareholder who is present at
the General Meeting has the right to request information with
respect to the matters to be considered at the meeting. On the date
of this summons, Robit Plc has a total of 21 179 900 shares
entitling to an equal number of votes. The company holds
88 464 own shares from the above-mentioned shares.
Lempäälä, 15 February 2022
ROBIT PLC Board of Directors
Further information:Harri Sjöholm, Chairman +358 400 622 092
harri.sjoholm@robitgroup.com Distribution:Nasdaq
Helsinki Ltd Key media www.robitgroup.com
Robit is a strongly internationalized growth company servicing
global customers and selling drilling consumables for applications
in mining, construction, geotechnical engineering and well
drilling. The company’s offering is divided into three product and
service ranges: Top Hammer, Down the Hole and Geotechnical. Robit
has sales and service points in 8 countries as well as an active
sales network in more than 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.
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