CORRECTION TO SUMMONS TO ROBIT PLC’S ANNUAL GENERAL MEETING 2023
ROBIT PLC STOCK EXCHANGE RELEASE 4 MARCH 2023 AT 12.00 P.M.
CORRECTION TO SUMMONS TO ROBIT PLC’S ANNUAL GENERAL MEETING 2023
In summons to Robit Plc’s AGM 2023 published on 20 February 2023 at 12.00 pm, the Board of Directors proposed that a dividend of EUR 0.02 per share would be distributed for the 2022 financial period. The Board of Directors withdraws the proposal of payment of dividends and proposes to the AGM that EUR 0.02 per outstanding share be paid from the company’s distributable funds to the shareholders.
The corrected summons to the AGM 2023 is as follows:
The shareholders of Robit Plc are hereby invited to the Annual General Meeting to be held on Wednesday, 15 March 2023 from 2.00 pm onwards at Tampere Hall, address Yliopistonkatu 55, 33100, Tampere, Finland. The reception of registered participants and the distribution of ballots will commence at 1.30 pm.
A. Matters on the agenda of the general meeting
The following matters will 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 attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements and consolidated financial statements, the annual report and the auditor’s report for the year 2022
Review by the CEO.
7. The adoption of the financial statements, which also includes the adoption of 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 to the Annual General Meeting that the profit for the financial year 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 2022.
9. Resolution to distribute funds from the company’s invested unrestricted equity fund
The Board of Directors proposes to the Annual General Meeting 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. The company currently has 21 127 592 outstanding shares and holds 52 308 treasury shares. The refund of capital to be distributed would therefore amount to EUR 422 551.84.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
11. Handling of remuneration report for governing bodies
The Board of Directors proposes that the remuneration report for governing bodies be approved. The decision is advisory in accordance with the Limited Liability Companies Act. The remuneration report will be available on the company’s website at https://www.robitgroup.com/investor/corporate-governance/general-meeting/ no later than on 22 February 2023.
12. Resolution on the number of Board Members
The Shareholders’ Nomination Board proposes to the Annual General Meeting that six (6) members be appointed to the Board of Directors.
13. Resolution on the remuneration of the Board Members
The Shareholders’ Nomination Board proposes to the Annual General Meeting that the annual remuneration payable to the Chairman of the Board is EUR 55 000, and to 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.
The Shareholders’ Nomination Board also proposes to the Annual General Meeting that the additional 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 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.
14. Election of the Board Members
The Shareholders’ Nomination Board proposes to the General Meeting that current Board Members
- Mikko Kuitunen,
- Anne Leskelä,
- Harri Sjöholm,
- Markku Teräsvasara,
- Eeva-Liisa Virkkunen
be re-elected for a new term of office.
The Shareholders’ Nomination Board further proposes that
- Lasse Aho
be elected as new member of the Board of Directors.
The current Board Member, Kim Gran has announced that he will no longer be available for re-election to the Board of Directors.
The Board Members’ term of office will continue until the end of Annual General Meeting held in 2024.
All candidates have consented to being elected to the position of Board Member and all are independent of the company and its significant shareholders, except for Harri Sjöholm, who is dependent on a significant shareholder of the company.
The candidates’ profiles are available on Robit Plc’s website at https://www.robitgroup.com/investor/corporate-governance/general-meeting/.
15. Resolution on the remuneration of the auditor
The Board of Directors proposes to the General Meeting that the remuneration of the elected auditor be paid in accordance with an invoice approved by the company.
16. Election of the auditor
The Board of Directors recommends that PricewaterhouseCoopers Oy (PwC) be elected as the company’s auditor for a term of office expiring at the end of the following Annual General Meeting. PricewaterhouseCoopers Oy has announced that it intends to appoint Markku Katajisto, Authorised Public Accountant, as the company’s principal responsible auditor.
17. Authorising the Board of Directors to decide on the acquisition of the company’s own shares and/or accepting them as a pledge
The Board of Directors proposes that the General Meeting authorises the Board of Directors to decide upon the acquisition of a maximum of 2 117 990 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 the company’s 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 this summons. 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 Board of Directors proposes that this authorisation 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.
The Board of Directors proposes that this authorisation be considered to cancel the authorisation granted by the General Meeting on 22 March 2022 to decide on the acquisition of the company’s own shares.
The Board of Directors proposes that the authorisation remain in force until the end of the following Annual General Meeting, however, no longer than 30 June 2024.
18. Authorising the Board of Directors to decide on a share issue and the issuance of special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to decide 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 this summons. 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 Board of Directors proposes that this authorisation 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 Board of Directors proposes that the authorisation remain in force until the end of the following Annual General Meeting, however, no longer than 30 June 2024. This authorisation cancels any previously granted, unused authorisations to decide on a share issue and the issuance of options or other special rights entitling to shares.
19. Amendment of the Articles of Association
The Board of Directors proposes that the General Meeting would decide to amend the Company’s Articles of Association to enable arranging a General Meeting as a hybrid meeting. In addition, it proposed that the General Meeting can be arranged without a meeting venue as an alternative for a physical meeting. The amendment is intended to facilitate the holding of General Meetings of Shareholders virtually among others in situations like pandemics or other unforeseen or exceptional circumstances, however not limited to these situations. The Finnish Companies Act requires that shareholders can exercise their full rights in virtual meetings, with equal rights to those in customary in-person General Meetings.
The amendments would be made to Article 8 § of the Articles of Association.
The section of the new Articles of Association:
“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 (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 section of the old Articles of Association:
“8 § Notice to a General Meeting shall be published in the Company’s homepage not earlier than two months and not later than 21 days prior to the meeting. The notice shall, however, be announced at least nine (9) days prior to the record date for the shareholders’ meeting as referred to in the Companies Act.
In order to be allowed to speak and vote at the General Meeting, a shareholder must register at the Company as indicated in the notice of the meeting. The period of registration shall not expire earlier than ten (10) days before the meeting.
In addition to the domicile of the Company, General Meetings may be held in Tampere or Helsinki.”
20. Closing of the Annual General Meeting
B. Documents of the annual general meeting
The aforementioned proposals that are included on the agenda of the General Meeting as well as this summons are available on Robit Plc’s website at https://www.robitgroup.com/investor/corporate-governance/general-meeting/. Robit Plc’s financial statements, annual report and auditor’s report will be published on the aforementioned website on 22 February 2023 at the latest. The proposals and other documents referred to above will also be available at the meeting, and copies of them and this summons will be sent to shareholders upon request.
The minutes of the General Meeting will be published on the aforementioned website on 29 March 2023.
C. Instructions for the participants to the general meeting
1. Shareholders registered in the shareholders’ register
The right to attend the General Meeting is restricted to a shareholder who, on 3 March 2023 (record date of the General Meeting), is recorded as a shareholder in the company’s shareholder register maintained by Euroclear Finland Ltd. Shareholder whose shares are registered in his/her personal Finnish book-entry account is registered in the company’s shareholder register.
Changes in shareholdings that take place after the record date of the General Meeting will not affect the shareholders’ right to attend the General Meeting or exercise their voting rights at the General Meeting.
Shareholder who is registered in the company’s shareholder register and who wish to attend the General Meeting must register for the meeting by giving a prior notice of participation, which has to be received by the company no later than 6 March 2023 at 10.00 am.
Shareholders can register for the General Meeting:
- on the company’s web page at www.robitgroup.com
- by email at investors@robitgroup.com
- by post: Robit Plc, AGM, Vikkiniityntie 9, FI-33880 Lempäälä, Finland
Personal data given to Robit Plc by shareholders is used only in connection with the General Meeting and with the processing of related registrations. The shareholders and their representatives or proxies must be able to prove their identity and/or right of representation at the meeting, if necessary.
2. Holders of nominee registered shares
Holders of nominee registered shares have the right to participate in the General Meeting by virtue of such shares based on which they would on 3 March 2023 (record date of the General Meeting) be entitled to be registered in the company’s shareholder register maintained by Euroclear Finland Ltd. In addition, the right to participate in the General Meeting requires that the shareholder on the basis of such shares has been registered in the temporary shareholder register maintained by Euroclear Finland Ltd at the latest by 10 March 2023 at 10.00 am. As regards to nominee registered shares, this is considered to constitute due registration for the General Meeting.
Holders of nominee registered shares are advised to request in good time the necessary instructions regarding the temporary registration in the company’s shareholder register, issuing of proxy documents and registration for the General Meeting from their custodian bank. The account management organisation of the custodian bank must register the holders of nominee registered shares who wish to participate in the General Meeting to be temporarily entered in the company’s shareholder register at the latest by the time stated above.
3. Proxy representatives and powers of attorney
Shareholders may participate in the General Meeting and exercise their rights at the meeting by way of proxy representation. Proxy representatives must produce a dated power of attorney or otherwise prove in a reliable manner their right to represent the shareholder at the General Meeting. When a shareholder participates in the General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder must be identified in connection with the registration for the General Meeting.
Any powers of attorney are requested to be delivered in originals to Robit Plc, Annual General Meeting, Vikkiniityntie 9, FI-33880 Lempäälä, Finland, before the last date for registration.
4. Other instructions and information
Pursuant to Chapter 5, section 25 of the Finnish Limited Liability 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. On the date of this summons, Robit Plc has a total of 21 179 900 shares entitling to an equal number of votes. The company holds 52 308 own shares from the above-mentioned shares.
ROBIT PLC
Board of Directors
Further information:
Harri Sjöholm, Chairman
+358 400 622 092
harri.sjoholm@robitgroup.com
Distribution:
Nasdaq Helsinki Ltd
Key media
www.robitgroup.com
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.
