ROBIT PLC STOCK EXCHANGE RELEASE 20 FEBRUARY 2018 AT 2.20 P.M.
NOTICE TO ROBIT PLC'S ANNUAL GENERAL MEETING 2018
The shareholders of Robit Plc are hereby invited to the Annual General Meeting to be held on 28 March 2018 beginning at 2.00 p.m. at Tampere-talo at Yliopistonkatu 55, 33100 Tampere. Reception of registered participants and distribution of ballots will commence at 1.30 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 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. Presentation of the financial statements and consolidated financial statements, the report of the Board of Directors and the auditor's report for the year 2017
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 2017 for shares other than the company's own shares in the company's possession. The total amount of dividend is EUR 2 099 758. Dividend is paid to shareholders who are recorded on the record date 3 April 2018 in the company's shareholders' register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 10 April 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 members of the Board of Directors
The shareholders who together represent over 20% 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 six (6).
11. Resolution on the remuneration of the members of the Board of Directors
The shareholders who together represent over 20% 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 35,000, 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.
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.
Members of the Board of Directors' Nomination, Remuneration and Audit Committee will receive an attendance fee 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.
12. Election of members of the Board of Directors
The shareholders who together represent over 20% 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, Mammu Kaario, 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 Heikki Allonen and Kai Seikku to be elected as the new members 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.
Matti Kotola has announced that he will no longer be available for re-election to the Board of Directors.
Details of the experience and previous duties of the persons proposed as the new Board Members as well as of the other candidates are presented on the Company's website https://www.robitgroup.com/?investor=corporate-governance/board-of-directors.
Summary of Heikki Allonen's, M.Sc, Eng. (born 1954) CV
Summary of Kai Seikku's, M.Sc. Econ. (born 1965) CV
13. Electing the Chairman of the Board
The shareholders who together represent over 20% 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 20% 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. Authorization to the Board of Directors to decide on the repurchase of own shares
The Board of Directors proposes that the Annual 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 Board of Directors proposes that the authorization replaces the authorization of the Board of Directors to resolve on the repurchase of own shares granted by the Extraordinary General Meeting on 20 April 2017.
It is proposed that the authorization be valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2019.
17. Authorization 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 General Meeting authorizes 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 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 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.
18. 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 2018 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 2018 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 2018 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 Friday 23 March 2018, by 4.00 p.m. at the latest. Shareholders can register for the General Meeting via:
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 Friday 23 March 2018 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 2018, 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 2018 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, 20 February 2018, the total number of shares in the Company is 21 083 900, carrying 21 083 900 votes. On the date of this invitation, 20 February 2018, there are a total of 86 320 shares in the possession of the Company.
In Lempäälä on 20 February 2018
ROBIT PLC
Board of Directors
Further information:
Robit Plc
Harri Sjöholm, Chairman
+358 400 622 092
harri.sjoholm@robitgroup.com
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
Key media
www.robitgroup.com