RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF ROBIT PLC
ROBIT PLC STOCK
EXCHANGE RELEASE 22 MARCH
2022 AT 3.30 P.M.
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF ROBIT
PLC
The Annual General Meeting of Robit Plc held today 22 March 2022
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 2021.
2. Payment of dividends
The General Meeting resolved that no dividend is paid based on
the adopted balance sheet for the financial year 2021.
3. Resolution on discharge from liability
The General Meeting resolved to discharge the members of the
Board of Directors and the managing director from liability for the
financial period ending 31 December 2021.
4. Handling of Remuneration report for governing bodies
The General Meeting resolved to adopt the remuneration report
for governing bodies. It was the non-binding decision.
5. 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 50
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-, People- and Audit Committees of the
Board of Directors will receive an additional compensation of EUR
500 per attended meeting. Other costs such as travel, and lodging
expenses will also be compensated.
The annual remuneration for the entire term of office is paid to
the Chair and to the Board members in December 2022. 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.
Kim Gran, Mikko Kuitunen, Anne Leskelä and Harri Sjöholm were
re-elected as members of the Board. Eeva-Liisa Virkkunen and Markku
Teräsvasara were elected as new members of the Board.
6. 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.
7. 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 2 117 990 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
25 March 2021 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 2023.
8. 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 2 117 990, 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 2023. 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 are made available no
later than 5 April 2022 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 +358 400 622 092
harri.sjoholm@robitgroup.com
Distribution: Nasdaq Helsinki Ltd Key media
www.robitgroup.com
Robit is a global growth company that sells and services
drilling consumables to global customers and partners for
applications in the mining, construction, geoengineering, and well
drilling industries. 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 9 countries and
active sales networks in over 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.
- General Annual Meeting 22.3.2022
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