ROBIT PLC COMPANY RELEASE 28 MARCH 2017 AT 4.20 P.M.
NOTICE TO THE EXTRAORDINARY GENERAL MEETING OF ROBIT PLC
Notice is given to the shareholders of Robit Plc. to the Extraordinary General Meeting to be held on 20 April 2017 at noon at Borenius Attorneys Ltd, Helsinki at Eteläesplanadi 2, 00130, Helsinki. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 11.30 a.m.
A. MATTERS ON THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING
The following matters will be considered at the Extraordinary General Meeting:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize 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. Authorisation to the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that the Extraordinary General Meeting authorizes the Board of Directors to resolve on the repurchase of a maximum of 1,608,390 shares in the company in one or several tranches by using funds in the unrestricted shareholders' equity. The maximum amount of shares that can be repurchased corresponds to approximately 10 % of all the shares in the Company on the date of this notice. However, the Company, together with its subsidiaries, cannot at any moment own more than 10 % of all the shares in the Company. Only the unrestricted equity of the Company can be used to repurchase own shares on the basis of the authorization.
The shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders in public trading arranged by Nasdaq Finland Oy for the market price formed at the moment of purchase or otherwise at a price formed on the market. The authorisation is proposed to be used e.g. to be assigned as a part of possible corporate acquisitions, as part of company's share based incentive system or other matters decided by the Board of Directors as well as to be further assigned, to be held at the ownership of the company or to be annulled by the company. The Board of Directors can decide upon any other conditions of repurchase of company's own shares.
The Board of Directors proposes that the authorisation replaces the authorisation of the Board of Directors to resolve on the repurchase of own shares granted by the Annual General Meeting on 18 March 2016.
It is proposed that the authorization be valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2018.
7. Authorisation of the Board of Directors to resolve on a share issue and an issue of special rights entitling to shares
The Board of Directors proposes that the Extraordinary General Meeting authorises the Board of Directors to resolve on the issuance of shares and 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 several parts, either against payment or without payment.
The aggregate amount of shares to be issued, including the shares to be received based on special rights, shall not exceed 7,000,000 shares, which corresponds to approximately 43,5 % of the current shares of the company on the date of this notice. The Board of the Directors may resolve to issue new shares or to transfer own shares possibly held by the company.
The Board of Directors is authorized to decide on all other matters related to the issuance of shares and special rights entitling to shares, including the right to deviate from the pre-emptive right of shareholders to subscribe to shares to be issued. The authorization is proposed to be used in financing of ther growth of the company, as consideration in corporate acquisitions, as part of the company incentive system or for other purposes decided by the Board of Directors.
It is proposed that the authorization be valid for five years commencing from the decision of the Extraordinary General Meeting. The authorization replaces and revokes all previous unused authorizations of the Board of Directors to resolve on the issuance of shares, issuance of share options and issuance of other special rights entitling to shares.
8. Closing of the meeting
B. DOCUMENTS OF THE EXTRAORDINARY GENERAL MEETING
The proposals for the resolutions on the matters on the agenda of the Extraordinary General Meeting set out above as well as this notice are available on Robit Plc's website at www.robit.fi. The proposals for the resolutions and the other above-mentioned documents are also available at the Extraordinary General Meeting and copies of these documents and of this notice will be sent to shareholders upon request.
A company release covering decisions of the Extraordinary General Meeting shall be published immediately after the Extraordinary General Meeting has been closed.
The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as from 4 May 2017.
C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE GENERAL MEETING
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 6 April 2017 (the record date of the Extraordinary General Meeting) in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the Extraordinary General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company.
Changes in shareholdings occurring after the record date of the Extraordinary General Meeting shall not affect the right to attend the Extraordinary General Meeting or the number of votes of the shareholder.
A shareholder, who is registered in the shareholders' register of the company and who wants to participate in the Extraordinary General Meeting, shall register for the meeting no later than 13 April 2017 at 4.00 p.m. by giving a prior notice of participation, which shall be received by the company no later than the above-mentioned time.
Such notice shall be given directly via email to the following address: investors@robitgroup.com. In connection with the notice, shareholders shall notify their name, address, telephone number, and the name of any assistant.
The personal data given to Robit Plc. is used only in connection with the Extraordinary General Meeting and with the processing of related registrations.
The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation at the meeting.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Extraordinary General Meeting by virtue of such shares based on which he/she would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd on 6 April 2017 (the record date of the Extraordinary General Meeting). The right to participate in the Extraordinary General Meeting requires, in addition, that the shareholder has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. on the basis of such shares at the latest by 13 April 2017 at 10.00 a.m.. As regards nominee registered shares, this constitutes due registration for the Extraordinary General Meeting.
A holder of nominee registered shares is advised to request all necessary instructions regarding the registration in the temporary shareholders' register of the company, the issuing of proxy documents and registration for the Extraordinary General Meeting from his/her custodian bank without delay. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Extraordinary General Meeting, into the temporary shareholders' register of the company at the latest by the time stated above.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder. When a shareholder participates in the Extraordinary 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 shall be identified in connection with the registration for the Extraordinary General Meeting.
Possible proxy documents should be delivered in originals to following address: Violetta Hünninen, Robit Oyj, Vikkiniityntie 9, 33880, LEMPÄÄLÄ before the end of the registration period.
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 Extraordinary General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Extraordinary General Meeting, the total number of shares and votes in Robit Plc. is 16,083,900. According to the Articles of Association, each share entitles the holder to one vote at the General Meeting.
In Lempäälä on 28 March 2017
ROBIT PLC
Board of Directors
For additional information, please contact:
Harri Sjöholm
Chairman of the Board of Directors
Tel. +358 400 622 092
Skandinaviska Enskilda Banken AB (publ), Helsinki branch acts as the Company's Certified Advisor.
Tel. +358 9 616 28 101
Robit is a strongly internationalized growth company selling and servicing global customers in drilling consumables for applications in mining, construction and contracting, tunneling and well drilling. The company's offering is divided into three product and service range: Top Hammer and Down-the-Hole products as well as Digital Services. Robit has 20 own sales and service points as well as active sales networks in 115 countries. The manufacturing units are located in Finland, South Korea, Australia, UK and USA. Robit is listed in Nasdaq Helsinki Ltd's First North Finland marketplace with trading code ROBIT. For more information, see www.robitgroup.com.
Distribution:
NASDAQ Helsinki Ltd
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