ROBIT PLC STOCK EXCHANGE RELEASE 28 MARCH 2018 AT 3.45 P.M.
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF ROBIT PLC
The Annual General Meeting of Robit Plc held today 28 March 2018 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 dividend
The General Meeting resolved to pay a dividend of EUR 0.10 per share for the financial period 1 January - 31 December 2018. The record date for the dividend payment is 3 April 2018 and the payment date is 10 April 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 2017.
4. Composition and remuneration of the board of directors
The General Meeting resolved that the Board of Directors consist of six members. Tapio Hintikka, Mammu Kaario, Hannu-Kalle Reponen and Harri Sjöholm were re-elected as members of the Board. In addition, Heikki Allonen and Kai Seikku were elected new members of the Board of Directors. Heikki Allonen was elected chariman of the Board of Directors.
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 advance tax withheld and paid to the tax authority 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 advance tax withheld and paid to the tax authority by the Company. In addition, an attendance fee of EUR 500 is paid per attended meeting. Other costs such as travel and lodging expenses will also be compensated.
In addition to these fees, members of the Board of Directors' working committee will receive a monthly remuneration of EUR 750. 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 a compensation of EUR 500 per attended meeting.
The annual remuneration for the entire term of office is paid in December 2018. 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. Primarily, the shares should be paid by acquiring own shares in the public market. The receiver of the remuneration shall pay the transfer tax.
5. Remuneration and election of auditor
Ernst & Young Oy, an Authorized Public Accounting firm, was 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 auditor-in-charge.
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
The Board of Directors was authorized to resolve on the repurchase of own shares in the Company as follows.
The General Meeting authorizes the Board of Directors to resolve on the repurchase of a maximum of 2,108,390 shares in the company in one or several tranches by using funds in the unrestricted shareholders' equity. The maximum number 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 based on 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 authorization 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 authorization to repurchase own shares granted to the Board of Directors on 20 April 2017 was revoked.
The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2019.
7. The Board of Directors was authorised to resolve on the issuance of shares and rights entitling to shares
The Annual General Meeting resolved to authorize 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 number of shares to be issued, including the shares to be received based on special rights, shall not exceed 3,000,000 shares, which corresponds to approximately 14 % 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 pro-posed to be used in financing of the 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.
The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2019. The authorisation will revoke all earlier authorisations to issue shares, share options and other special rights entitling to shares, to the extent unused.
The minutes of the Annual General Meeting is made available no later than 11 April 2018 on the website of Robit Plc at https://www.robitgroup.com/?investor=corporate-governance/general-meeting.
ROBIT PLC
Board of Directors
Further information:
Heikki Allonen, Chairman
+358 400 421 234
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 21 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.
Distribution:
Nasdaq Helsinki Ltd
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