ROBIT PLC STOCK EXCHANGE RELEASE 15 MARCH 2023 AT 3.30 PM
RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF ROBIT PLC
The Annual General Meeting of Robit Plc held today on 15 March 2023 passed the following resolutions:
1. Adoption of the financial statements and consolidated financial statements
The General Meeting adopted the financial statements and consolidated financial statements for the financial period 1 January–31 December 2022.
2. Use of the profit shown in the balance sheet and deciding on the payment of dividends
The General Meeting resolved that the profit for the financial year 1 January–31 December 2022 be transferred to the previous accounting period’s retained earnings account and that no dividend be paid based on the adopted balance sheet for the financial year 1 January–31 December 2022.
3. Resolution to distribute funds from the company’s invested unrestricted equity fund
The General Meeting resolved that EUR 0.02 per outstanding share be paid from the company’s distributable funds to the shareholders. The distribution of funds will be executed as repayment of capital from the company’s invested unrestricted equity fund.
A shareholder who is entered in the company’s shareholder register maintained by Euroclear Finland Ltd on the record date of the repayment of capital on 22 September 2023 is entitled to a repayment. The repayment of capital shall be distributed on 29 September 2023.
4. Resolution on discharge from liability
The General Meeting resolved to discharge the members of the Board of Directors and the managing director from liability for the financial period ending 31 December 2022.
5. Handling of remuneration report for governing bodies
The General Meeting resolved to adopt the remuneration report for governing bodies. In accordance with the Finnish Limited Liability Companies Act, the decision is advisory.
6. Composition and remuneration of the Board of Directors
The General Meeting resolved that the Board of Directors consists of six (6) members.
The annual remuneration for the Chairman of the Board is EUR 55 000, and for 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.
In addition, a compensation of EUR 500 will be paid to the Board Members for each board meeting or committee meeting they have attended. Should the meeting be organised remotely, and it lasts maximum of 1 hour, will the compensation be EUR 250 per meeting. Additionally, other costs, such as travel and lodging expenses, will also be compensated.
The annual remuneration for the entire term of office will be paid to the Chairman of the Board and to the Board Members in December 2023. 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 authorisation provided to the Board of Directors by the General Meeting. The receiver of the remuneration will pay the applicable transfer tax.
Mikko Kuitunen, Anne Leskelä, Harri Sjöholm, Markku Teräsvasara and Eeva-Liisa Virkkunen were re-elected as members of the Board. Lasse Aho was elected as a new member of the Board.
7. Election and remuneration of auditor
PricewaterhouseCoopers Oy (PwC) was elected as the company’s auditor for a term that will continue until the end of the next Annual General Meeting. PricewaterhouseCoopers Oy has notified the company that Authorised Public Accountant, Markku Katajisto, will serve as the company’s principal responsible auditor.
The General Meeting resolved to pay the auditor’s remuneration in accordance with a reasonable invoice approved by the company.
8. Authorising the Board of Directors to decide on the acquisition of the company’s own shares and/or accepting them as a pledge
The General Meeting resolved to authorise the Board of Directors to resolve on the acquisition of a maximum of 2 117 990 shares 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 funds in the 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 the summons to the Annual General Meeting. 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 authorisation shall 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.
It was resolved that the authorisation revokes the authorisation granted by the General Meeting on 22 March 2022 to decide on the acquisition of the company’s own shares.
The authorisation is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2024.
9. The Board of Directors was authorised to resolve on a share issue and the issuance of special rights entitling to shares
The Annual General Meeting resolved to authorise the Board of Directors to resolve 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 2 117 990, which amounts to 10% of all shares in the company as of the date of the summons to the Annual General Meeting. 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 authorisation shall 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 authorisation is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2024. The authorisation revokes all previously granted, unused authorisations to decide on a share issue and the issuance of options or other special rights entitling to shares.
10. Amendment of the Articles of Association
The Annual General Meeting resolved that an addition will be made to section 8 § of the Articles of Association to include the possibility by the Board of Directors, at their discretion, to arrange a General Meeting as a hybrid meeting. In addition, the amendment will enable arranging a General Meeting as a virtual meeting without a meeting venue.
Pursuant to the resolution by the Annual General Meeting, section 8 § of the Articles of Association will read as follows after the amendment:
“8 § The invitation to the General Meeting is published on the company’s website no earlier than two months and no later than 21 days before the meeting, but always at least nine (9) days before the reconciliation date of the General Meeting as defined in the Limited Liability Companies Act.
The Board of Directors may decide that shareholder may exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (hybrid meeting).
The Board of Directors may decide that the General Meeting is arranged without a meeting venue in a manner where shareholders exercise their full decision-making powers in real time during the General Meeting using telecommunications and technical means (virtual meeting).
A shareholder wishing to attend a General Meeting of Shareholders shall notify the Company by the date mentioned in the notice to the meeting, which may not be more than ten (10) days before the meeting.
In addition to the domicile of the company the General meetings may be held in Tampere or Helsinki.”
The minutes of the Annual General Meeting are made available no later than 29 March 2023 on the website of Robit Plc at https://www.robitgroup.com/investor/corporate-governance/general-meeting/.
Tampere, 15 March 2023
Board of Directors
Harri Sjöholm, Chairman
+358 400 622 092
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, Australia and the UK. Robit’s shares are listed on Nasdaq Helsinki Ltd. Further information is available at www.robitgroup.com.