ROBIT PLC STOCK EXCHANGE RELEASE 19 JANUARY 2024 AT 12.00 EET
PROPOSALS BY THE SHAREHOLDERS’ NOMINATION BOARD TO THE ANNUAL GENERAL MEETING 2024 OF ROBIT PLC
1. Number of members of the Board of Directors
The Shareholders’ Nomination Board proposes to the AGM 2024 that six (6) members will be elected to the Board of Directors.
2. Composition of the Board of Directors
The current members of Robit Plc’s Board of Directors are Lasse Aho, Anne Koutonen, Mikko Kuitunen, Harri Sjöholm, Markku Teräsvasara and Eeva-Liisa Virkkunen. The Nomination Board proposes to the AGM 2024 that the abovementioned persons be re-elected, exclusive of Anne Koutonen, who has informed that she will not be available in the election of the Board in the next AGM. The Nomination Board proposes that Kai Telanne be elected as the new member of the Board. The resume of Kai Telanne is attached to this release.
All candidates have given their consent to their election and are independent of the company and its significant shareholders, except for Harri Sjöholm, who is dependent on a major shareholder. Harri Sjöholm is a major shareholder in Five Alliance Oy, which holds 27,1% percent of Robit Plc’s shares.
The biographical details of the Board Members proposed for re-election can be found at Robit Plc’s website: https://www.robitgroup.com/investor/corporate-governance/board-of-directors/members-of-the-board/
3. Remuneration of the Board of Directors
The Nomination Board proposes to the AGM 2024 that the annual remuneration of the Chairman of the Board of Directors is EUR 60,000, of which 40% is paid in shares and the remaining 60% is withholding tax, which the company withholds and pays to the tax authorities. The annual remuneration of a member of the Board of Directors is EUR 30,000, of which 40% is paid in shares and the remaining 60% is withholding tax, which the company withholds and pays to the tax authorities.
In addition, the Nomination Board proposes that the members and Chairman of the Board of Directors will be paid for Board and Committee meetings a meeting fee of EUR 500 per meeting attended by them. In addition, travel, accommodation, and other expenses are reimbursed.
The annual remuneration for the entire term of office will be paid to the members and Chairman of the Board of Directors in December 2024. The shares that form part of the remuneration payable to the Chairman of the Board and to the Board members can be new shares issued by the company or shares acquired thereby pursuant to an authorization provided to the Board of Directors by the General Meeting. The receiver of the remuneration will pay the applicable transfer tax.
4. Amendment to the Charter of the Shareholders’ Nomination Board
The Nomination Board proposes that the Charter of the Shareholders’ Nomination Board will be amended so that a new item will be added to the tasks of the Nomination Board as follows:
The Nomination Board will prepare and present a proposal regarding who should be elected as a Chairman and as a Vice Chairman of the Board of Directors to the Annual General Meeting.
The Charter in the proposed amended form is attached to this release.
5. Composition of the Shareholders’ Nomination Board
The members of the Shareholders’ Nomination Board are as follows: Timo Sallinen, Director of Listed Securities, Varma Mutual Pension Insurance Company (Chairman); Harri Sjöholm, Chairman, Five Alliance Oy; Jukka Vähäpesola, Head of Equities, Elo Mutual Pension Insurance Company; and Markus Lindqvist, Director, Sustainability, Aktia Bank Plc.
The proposals of the Nomination Board will be included in the notice to convene the Annual General Meeting.
Timo Sallinen, Chairman, Robit Plc’s Shareholders’ Nomination Board
+358 40 5439 587
Nasdaq Helsinki Ltd
Robit is the expert focused on high quality drilling consumables for mining and construction markets globally to help you drill Further. Faster. Robit strives to be world number one company in drilling consumables. Through our high and proven quality Top Hammer, Down the Hole and Geotechnical products, and our expert services, we deliver saving in drilling costs to our customers. Robit has its own sales and service points in seven countries and an active distributor network through which it sells to more than 100 countries. Robit’s manufacturing units are located in Finland, South Korea, and the UK. Robit’s shares are listed on Nasdaq Helsinki Ltd. Further information is available at www.robitgroup.com.
Resume of the new candidate to the Board of Directors
Charter of the Shareholders’ Nomination Board