ROBIT PLC COMPANY RELEASE 28 FEBRUARY 2017 AT 12.00 P.M.
NOTICE TO ROBIT PLC'S ANNUAL GENERAL MEETING 2017
The shareholders of Robit Plc are hereby invited to the Annual General Meeting to be held on 28 March 2017 beginning at 3.00 p.m. at Scandic Tampere City at Hämeenkatu 1, 33100 Tampere. Reception of registered participants and distribution of ballots will commence at 2.30 p.m.
A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
The following matters shall 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 the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements and consolidated financial statements, the report of the Board of Directors and the auditor's report for the year 2016
7. Adoption of the financial statements and 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 that a dividend of EUR 0.10 per share be distributed for the financial year 2016 for shares other than the company's own shares in the company's possession. The total amount of dividend is EUR 1 578 922. Dividend is paid to shareholders who are recorded on the record date 30 March 2017 in the company's shareholders' register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 6 April 2017.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Resolution on the number of members of the Board of Directors
The shareholders who together represent over 40% of all the Company's shares and votes have announced to the Board of Directors that they will propose to the General Meeting that the number of Board members be five (5).
11. Resolution on the remuneration of the members of the Board of Directors
The shareholders who together represent over 40% of all the Company's shares and votes have announced to the Board of Directors that they will propose to the General Meeting that the remunerations to be paid to the members of the Board of Directors will be changed as follows:
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 annual remuneration for the entire term of office is paid in December 2017. 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.
12. Election of members of the Board of Directors
The shareholders who together represent over 40% of all the Company's shares and votes have announced to the Board of Directors that they will propose to the General Meeting that Tapio Hintikka, Matti Kotola, Hannu-Kalle Reponen and Harri Sjöholm be re-elected as members of the Board of Directors for a term expiring at the end of the following Annual General Meeting. The Nomination Committee of the Board of Directors further proposes to the General Meeting that Mammu Kaario be elected as a new member of the Board of Directors for a term expiring at the end of the following Annual General Meeting. The above-mentioned persons have given their consent to the election. Anni Ronkainen has announced that she will no longer be available for re-election to the Board of Directors. Details of the experience and previous duties of the person proposed as the new Board Member as well as of the other candidates are presented on the Company's website www.robit.fi.
Mammu Kaario (born 1963) is a Finnish citizen, Master of Law and MBA. Kaario has a long experience from private equity field and acting as an investment banker. She is a Member of the Board in Aspo Oyj, Ponsse Oyj and Suomen Hoivatilat Oyj. Kaario is independent of Robit Plc and its major shareholders.
13. Electing the Chairman of the Board
The shareholders who together represent over 40% of all the Company's shares and votes have announced to the Board of Directors that they will propose to the General Meeting that Harri Sjöholm be elected as the Chairman of the Board.
14. Election of 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. The shareholders who together represent over 40% of all the Company's shares and votes have announced to the Board of Directors that they support the election of Ernst & Young as the Company's auditor. Ernst & Young has announced that it will appoint Mikko Järventausta, Authorised Public Accountant, as the Company's principal responsible auditor.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes that the auditor's remuneration is paid in accordance with the reasonable invoice approved by the Company.
16. Closing of the Meeting
B. DOCUMENTS OF THE GENERAL MEETING
The above-mentioned proposals for resolution, this invitation to the General Meeting, and Robit Plc's annual report containing the Company's financial statements, report of the Board of Directors and the auditor's report are available on Robit Plc's website at http://www.robit.fi/investors/general-meeting/ by 7 March 2017 at the latest. The proposals and financial statements are available also at the meeting, and copies of them and this invitation will be sent to shareholders upon request. The resolutions of the General Meeting will be published as a company release without delay after the Meeting. The minutes of the General Meeting will be available on the above-mentioned website at the latest from 11 April 2017 onwards.
C. INSTRUCTIONS FOR THE PARTICIPANTS TO THE GENERAL MEETING
1. The right to participate and registration
The right to attend to the General Meeting is restricted to those shareholders who on the record date on 16 March 2017 are recorded in the company's shareholders' register held by Euroclear Finland Ltd. Shareholders whose shares are registered on their personal Finnish book-entry account are registered in the shareholders' register of the company.
Shareholders wishing to attend the Shareholders' Meeting must notify the company on Tuesday 21 March 2017, by 4.00 p.m. at the latest. Shareholders can register for the General Meeting directly by email to investors@robitgroup.com.
In connection with the registration, shareholders shall notify their name, address, telephone number, and the name of any assistant or proxy. Personal data given to Robit Plc is used only in connection with the General Meeting and the related registrations.
Pursuant to Chapter 5, section 25 of the 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.
2. Proxy representative and power of attorney
Shareholders may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives shall produce a dated power of attorney or otherwise prove in a reliable manner their right to represent the shareholder at the General Meeting. Any powers of attorney shall be delivered in originals to Violetta Hünninen, Robit Plc, Vikkiniityntie 9, 33880 Lempäälä, on Tuesday 21 March 2017 at 4.00 p.m. at the latest.
3. Holders of nominee registered shares
If a holder of nominee registered shares has the right to be recorded in the shareholders' register on the record date 16 March 2017, the shareholder may request as per the instructions of his or her custodian bank that he or she be temporarily recorded in the shareholders' register in order to be able to participate in the General Meeting on 23 March 2017 at 10.00 a.m. at the latest. If the holder of a nominee is temporarily recorded in the shareholders' register as described above, this constitutes as due registration for the General Meeting above. Holders of nominee registered shares are advised to request in good time necessary instructions regarding the temporary registration in the shareholders' register of the company, the issuing of proxy documents and registration for the General Meeting from their custodian bank.
4. Other information
On the date of this invitation, 28 February 2017, the total number of shares in the Company is 16 083 900, carrying 16 083 900 votes. On the date of this invitation, 28 February 2017, there are a total of 94 674 shares in the possession of the Company.
In Lempäälä on 28 February 2017
ROBIT PLC
Board of Directors
Further information:
Robit Plc
Harri Sjöholm, Chairman
+358 400 622 092
Certified Advisor
Skandinaviska Enskilda Banken AB (publ) Helsingin Branch
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 stock 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.robit.fi.
Distribution:
Nasdaq Helsinki Ltd
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