ROBIT PLC STOCK EXCHANGE RELEASE 20 JANUARY 2022 AT 1.00 PM
PROPOSALS OF ROBIT PLC’S SHAREHOLDERS’ NOMINATION COMMITTEE FOR THE ANNUAL GENERAL MEETING 2022
Robit Plc’s Shareholders’ Nomination Committee has prepared proposals on the Members of the Board of Directors and the remuneration of the Board of Directors for the Annual General Meeting 2022.
Number and Election of Board Members
The Nomination Committee proposes to the Annual General Meeting that six (6) Members will be elected to the Board of Directors.
The Nomination Committee proposes Kim Gran, Mikko Kuitunen, Anne Leskelä and Harri Sjöholm to the Annual General Meeting to be re-elected as the Members of the Board of Directors for the term ending at the close of the next Annual General Meeting. The present Members of the Board of Directors, Mammu Kaario and Kalle Reponen have announced that they will no longer be available for re-election to the Board of Directors.
The Nomination Committee further proposes to the Annual General Meeting Eeva-Liisa Virkkunen and Markku Teräsvasara 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. Their brief resumes are attached to this release. Details of the experience and previous duties of the persons proposed to be re-elected as the Members of the Board of Directors are presented on the company’s website: https://www.robitgroup.com/investor/corporate-governance/board-of-directors/members-of-the-board/
All nominees 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 the company and the major shareholder. Harri Sjöholm is a major shareholder in Five Alliance Oy, which holds 27.06 percent of Robit Plc’s shares.
Remuneration of the Board of Directors
The Nomination Committee proposes to the Annual General Meeting that the annual remuneration of the Chairman of the Board of Directors is EUR 50,000 euros, 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 euros, 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 Committee 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 2022. 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.
The proposals of the Nomination Committee will be included in the notice to convene the Annual General Meeting.
The following persons serve on the Shareholders’ Nomination Committee: Timo Sallinen, Senior Vice-President, Investments, Varma Mutual Pension Insurance Company (Chairman), Harri Sjöholm, Chairman, Five Alliance Oy, Tuomas Virtala, CEO, Asset Management, OP Corporate Bank, and Jukka Vähäpesola, Head of Equities, Elo Mutual Pension Insurance Company, as the other members.
Harri Sjöholm, Chairman of the Board
+358 400 622 092
Nasdaq Helsinki Ltd
Robit is a strongly internationalized growth company servicing global customers and selling drilling consumables for applications in mining, construction, geotechnical engineering and well drilling. The company’s offering is divided into three product and service ranges: Top Hammer, Down the Hole and Geotechnical. Robit has sales and service points in 8 countries as well as an active sales network in more than 100 countries. Robit’s manufacturing units are located in Finland, South Korea, Australia and the UK. Robit’s shares are listed on Nasdaq Helsinki Ltd. Further information is available at www.robitgroup.com.
Attachment: Resumes of the new nominees to the Board of Directors