ROBIT PLC'S STOCK EXCHANGE RELEASE 20 February 2019 at 13.00
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 Wednesday, 27 March 2019 from 14.00 onwards at Tampere Hall (Yliopistonkatu 55, 33100, Tampere, Finland). The reception of registered participants and the distribution of ballots will commence at [1.30pm].
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 2018
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 no dividend be paid based on the adopted balance sheet for the financial year 2018.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the number of Board Members
The Board of Directors proposes to the Annual General Meeting that five (5) members be appointed to the Board of Directors in accordance with the proposal of the nomination committee.
11. Resolution on the remuneration of the Board Members
The Board of Directors proposes, pursuant to the proposal of the nomination committee, that the amount of remuneration payable to the Board of Directors remain unchanged and that the Board Members elected for the term of office lasting until the Annual General Meeting of 2020 thus be compensated as follows: The annual remuneration payable to the Chair of the Board of Directors is EUR 45,000, 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 per meeting. This compensation will be paid for each meeting that the Chair attends. The Chair will also be compensated for other costs such as travel and lodging expenses. 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 per meeting. This compensation will be paid for each meeting that the Board Member attends. Each Board Member will also be compensated for other costs such as travel and lodging expenses.
In addition to the aforementioned remuneration, members of the Board's working committee will be paid an additional compensation of EUR 500 for each meeting they attend. The Chair of the Board of Directors will not receive this additional compensation paid to the members of the working committee, as it is already included in his compensation stated above.
Members of the nomination, remuneration and audit committees will be paid an additional compensation of EUR 500 for each meeting they attend.
The annual remuneration for the entire term of office will be paid to the Chair and to the Board Members in December 2019. The shares that form part of the remuneration payable to the Chair 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.
12. Election of the Board Members
The Board of Directors proposes to the General Meeting that current Board Members Harri Sjöholm, Mammu Kaario, Mikko Kuitunen, Kai Seikku and Kalle Reponen be re-elected for a new term of office.The Board Members standing for election to the Board have stated that they intend to elect Harri Sjöholm as the Chair of the Board of Directors in the event that they are elected to the Board.The Board Members' term of office will continue until the end of the following Annual General Meeting. All candidates have consented to being elected to the position of Board Member. The candidates' profiles and information about their shareholdings are available on Robit Plc's website at www.robitgroup.com.
13. 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 a reasonable invoice approved by the company.
14. 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 Mikko Järventausta, Authorised Public Accountant, as the company's principal responsible auditor.
15. 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 authorise the Board of Directors to decide upon the acquisition of a maximum of 2,108,390 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 28 March 2018 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, but at least until 30 June 2020.
16. 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 authorise 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 2,108,390, 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, but at least until 30 June 2020. 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.
17. Establishing the shareholders' nomination board
The Board of Directors proposes to the General Meeting that a shareholders' nomination board 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 Board of Directors proposes to the General Meeting that the work schedule of the shareholders' nomination board, which is appended hereto as Appendix 1, be approved. The Board's proposal is available on the company's website at https://www.robitgroup.com/?investor=corporate-governance/general-meeting.
Pursuant to the Board's proposal, the shareholders' nomination board would 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 that will be established 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.
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 6 March 2019 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 10 April 2019.
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 those shareholders who, on 15 March 2019 (record date of the General Meeting), are recorded as shareholders in the company's shareholder register maintained by Euroclear Finland Ltd. Shareholders whose shares are registered in their personal Finnish book-entry accounts are 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.
Shareholders who are 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 22 March 2019 at 10:00 a.m.
Shareholders can register for the General Meeting:
· on the company's web page at www.robitgroup.com, or
· by email 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 15 March 2019 (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 22 March 2019 at 10:00 a.m. As regards 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.
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, AGM, 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 21,083,900 shares entitling to an equal number of votes.
Lempäälä, 20 February 2019
ROBIT PLC
Board of Directors
ADDITIONAL INFORMATION
Harri Sjöholm, Chair 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 global growth company that sells and services drilling consumables to global customers and partners for applications in the mining, construction, tunnelling and well drilling industries. The company's business is divided into three Strategic Business Units (SBUs): Top Hammer, Down the Hole and Digital Services. The company has 17 sales and service points of its own around the globe as well as an active sales network in 115 countries. Robit's manufacturing units are located in Finland, South Korea, Australia, the UK and North America. Robit Plc's share is quoted on NASDAQ Helsinki Oy. For more information, please visit www.robitgroup.com.
