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SUMMONS TO ROBIT PLC'S ANNUAL GENERAL MEETING

Robit Oyj
·18-min read

ROBIT PLC STOCK EXCHANGE RELEASE 18 FEBRUARY 2021 AT 2.00 P.M.

SUMMONS TO ROBIT PLC'S ANNUAL GENERAL MEETING

The shareholders of Robit Plc are hereby invited to the Annual General Meeting to be held on Thursday 25 March 2021 at 14.00 (Finnish time) at Robit Plc’s meeting room called Granit (Vikkiniityntie 5, 338800, Lempäälä, Finland). The company's shareholders and their proxy representatives may attend the meeting and exercise their shareholder rights only by voting in advance and submitting counterproposals and questions in advance in accordance with this summons and other instructions provided by the company. Due to the COVID-19 pandemic, it is not possible to attend the meeting in person.

Instructions for shareholders can be found in part C Instructions for the Participants to the General Meeting. The company’s Board of Directors has decided on this exceptional meeting procedure by virtue of a temporary act 2.10.2020/677 adopted by the Finnish Parliament.

In order to limit the spread of the COVID-19 pandemic, the company has decided to take the measures permitted by the temporary law to hold the general meeting in a predictable manner, taking into account the health and safety of shareholders, company personnel and other stakeholders.

The company’s shareholders that have been registered with the company’s shareholder register maintained by Euroclear Finland Ltd. on 15 March 2021 are provided an option to follow the meeting via webcast by ordering a personal link to the meeting from the company’s website www.robitgroup.com. This requires identification through your personal bank ID or mobile certification. Holders of nominee registered shares cannot order the link. Following the meeting via webcast is not considered as official participation in the meeting and therefore it is not possible for a shareholder to exercise their right to request information nor exercise their voting rights during the meeting. If a shareholder has not exercised their voting right in advance, the shareholder is not considered to attend the meeting. In other words, following the meeting via webcast is not considered remote attendance as provided under the Finnish Companies Act, but simply an option to follow the meeting via remote access.

A. Matters on the Agenda of the General Meeting

The following matters will be discussed at the general meeting:

1. Opening of the general meeting

2. Calling the general meeting to order

  • Attorney Johan Roman will act as the Chair of the general meeting. If, due to a well-grounded reason, Johan Roman does not have the opportunity to serve as the Chair, the Board of Directors will appoint the person it considers best to act as the Chair. The Chair may appoint a Secretary to this general meeting.

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

  • Attorney Jemina Bonsdorff will act as the person to scrutinise the minutes and to supervise the counting of votes. If, due to a well-grounded reason, Jemina Bonsdorff does not have the opportunity to serve as the person to scrutinise the minutes and to supervise the counting of votes, the Board of Directors will appoint the person it considers best to act on these positions.

4. Recording the legality of the meeting

5. Recording attendance at the meeting and adoption of the list of votes

  • Shareholders who have voted in advance during the period for advance voting and who have the right to participate in the meeting in accordance with Chapter 5 Sections 6 and 6a of the Finnish Companies Act are considered to be shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Ltd.

6. Presentation of the financial statements and consolidated financial statements, the annual report and the auditor’s report for the year 2020

Review by the CEO.

  • As the Annual General Meeting can only be attended by advance voting, the financial statements, consolidated financial statements, annual report and the auditor’s report that are available on the company's investor website at least three weeks before the meeting, are hereby considered presented to the general meeting.

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 general meeting that the profit for the financial year 2020 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 2020.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Handling of the remuneration report for governing bodies

The Board of Directors proposes the adoption of the remuneration report for governing bodies. Under the Finnish Companies Act it is a non-binding decision. The remuneration report will be published on the company’s website www.robitgroup.com/investor/corporate-governance/general-meeting/ on 4 March 2021 at the latest. As the general meeting can only be attended by advance voting, the remuneration report for governing bodies is thus considered presented to the general meeting.

11. Resolution on the number of Board Members

The Shareholders’ Nomination Board proposes to the general meeting that six (6) members be appointed to the Board of Directors.

12. Resolution on the remuneration of the Board Members

The Shareholders’ Nomination Board proposes to the general meeting with respect to the amount of the remuneration payable to the Board of Directors and the Chairman of the Board as follows:

The annual remuneration payable to the Chair of the Board of Directors is EUR 45,000, 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 annual remuneration payable 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. An additional compensation of EUR 500 will be paid to the Board Members and the Chairman of the Board for each board meeting or committee meeting they have attended. 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 2021. The shares that form part of the remuneration payable to the Chair 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.

13. Election of the Board Members

The Shareholders’ Nomination Board proposes to the general meeting that current Board Members Kim Gran, Mammu Kaario, Mikko Kuitunen, Anne Leskelä, Kalle Reponen and Harri Sjöholm be re-elected for a new term of office.

The Board Members’ term of office will continue until the end of Annual General Meeting held in 2022.

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 the company and on a significant shareholder of the company.

Presentations of all persons proposed for new board members are available on Robit Plc’s website www.robitgroup.com/investor/corporate-governance/board-of-directors/members-of-the-board/.

14. 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.

15. Election of the 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. Ernst & Young has announced that it intends to appoint Toni Halonen, Authorised Public Accountant, as the company's principal responsible auditor.

16. 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 authorise the Board of Directors to decide upon the acquisition of a maximum of 2 108 390 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 April 2020 to decide on the acquisition of the company’s own shares.

The proposed validity period of the authorisation is until the following Annual General Meeting, however not longer than until 30 June 2022.

17. 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 authorise 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 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 2 108 390, 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 financial status, implementing the company’s share-based incentive systems or for other purposes as decided by the Board of Directors.

The proposed validity period of the authorisation is until the following Annual General Meeting, however not longer than until 30 June 2022. 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.

18. Closing of the general meeting

B. Documents of the 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 www.robitgroup.com/investor/corporate-governance/general-meeting/. Robit Plc’s financial statements, annual report and auditor’s report and remuneration report will be published on the aforementioned website on 4 March 2021 at the latest. Copies of the annual report and the documents referred to above will be sent to shareholders upon request.

The minutes of the general meeting will be published on the aforementioned website on 8 April 2021.

C. Instructions for the Participants to the General Meeting

A shareholder and their proxy representative may attend the general meeting and exercise their respective rights only by voting in advance in accordance with the instructions below.

1. The right to participate

The right to attend the general meeting is restricted to those shareholders who, on 15 March 2021 (record date of the general meeting), are recorded as shareholders in the company's shareholder register maintained by Euroclear Finland Ltd. A shareholder whose shares are registered in their 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.

A shareholder may attend the general meeting only by voting in advance and by submitting counterproposals and asking questions in advance.

2. Registration and voting in advance

Registration and advance voting will begin on 4 March 2021 at 10.00 (Finnish time) after the deadline for counterproposals qualifying for voting has expired and the company has published possible counterproposals that will be taken into account in voting on its website. A shareholder who is registered in the shareholders’ register of the company and who wants to participate in the general meeting by voting in advance, must register for the meeting and vote in advance no later than 18 March 2021 at 10.00 (Finnish time), by which time the registration and votes must be received.

In connection with the registration, a shareholder must notify the requested information such as their name, the personal/business identification number, email-address and telephone as well as the name and personal identification number of a possible proxy representative. Personal data given to Robit Plc by shareholders is used only in connection with the general meeting and with the processing of related registrations.

Shareholders may register and vote in advance for certain items on the agenda of the general meeting between 4 March and 18 March 2021 in the following ways:

a. via the company's website www.robitgroup.com

Private person (individual shareholders or their proxies):

Electronic registration and advance voting require a personal bank ID or mobile certificate

Corporation:

Electronic registration and advance voting require shareholders’ ID and book-entry account numbers

b. by mail or email

A shareholder may submit the advance voting form available on the company’s website or corresponding information by mail to Robit Plc on the address Robit Oyj, Yhtiökokous, Vikkiniityntie 9, 33880 Lempäälä or by email to investors@robitgroup.com.

If a shareholder participates in the general meeting by submitting advance votes as described above, the submission of votes before the expiration of the registration and advance voting is considered registration to the general meeting, as long as the above-mentioned information required for registration is provided.

Voting instructions are also available on the company’s website at www.robitgroup.com/investor/corporate-governance/general-meeting/. Further information is also available via email investors@robitgroup.com or telephone +358 45 202 0252 on weekdays at 8.00–16.00 (Finnish time).

3. 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 15 March 2021 (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 22 March 2021 at 10.00 (Finnish time). As regards 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. The account management organisation of the custodian bank has to arrange advance voting on behalf of a nominee-registered shareholder within the required registration period for the nominee registered shares.

4. Proxy representatives and powers of attorney

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate 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.

Templates for power of attorney and voting instructions as well as the voting form is available on the company’s website www.robitgroup.com/investor/corporate-governance/general-meeting/ at the latest by 4 March 2021. Please submit any power of attorneys by 18 March 2021 before the last date for registration, by which time the proxy documents must be received. The proxy representative of a shareholder must also participate by voting in advance in the manner instructed above.

The submission of the power of attorney to the company before the expiration of the registration and advance voting is considered registration to the general meeting, as long as the above-mentioned information required for registration is provided.

5. Making counterproposals on the proposals on the agenda and submitting questions in advance

Shareholders holding at least one hundredth of all the company's shares have the right to make a counterproposal qualifying for voting to the proposals on the agenda of the general meeting. Such counterproposals must be submitted to the company by email to investors@robitgroup.com at the latest by 24 February 2021 at 14.00 (Finnish time). Shareholders presenting a counterproposal must submit a statement of their ownership in connection with the submission of the counterproposal. The counterproposal will be considered at the general meeting on condition that the shareholder has the right to participate in the general meeting and the shareholder owns at least one hundredth of all the company's shares on the record date of the general meeting. If the counterproposal is not considered at the general meeting the votes cast in favour of the counterproposal will be disregarded. The company will publish any counterproposals to be put to vote on the company's website www.robitgroup.com/investor/corporate-governance/general-meeting/ at the latest by 4 March 2021.

A shareholder has the right to request information with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Finnish Companies Act, until 11 March 2021 by email to investors@robitgroup.com or by mail to Robit Oyj, Yhtiökokous, Vikkiniityntie 9, 33880 Lempäälä. Such requests from shareholders, respective answers of the company's management and any counterproposals not qualifying for voting will be available on the company's website www.robitgroup.com/investor/corporate-governance/general-meeting/ at the latest by 16 March 2021. The precondition for requesting information and making counterproposals is that the shareholder submits a sufficient statement of their shareholding, if requested. The company’s answers to the shareholders’ questions will also be presented at the general meeting.

6. Other instructions and information

On the date of this summons on 18 February 2021, Robit Plc has a total of 120 964 shares entitling to an equal number of votes.

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.

Lempäälä, 18 February 2021

ROBIT PLC
Board of Directors

Additional Information:

Harri Sjöholm, Chair of the Board of Directors
+358,400,622,092
harri.sjoholm@robitgroup.com

Distribution:
Nasdaq Helsinki Ltd
Key media
www.robitgroup.com

Robit is a global growth company that sells and services drilling consumables to global customers and partners for applications in the mining, construction, geoengineering and well drilling industries. The company’s offering is divided into two product and service ranges: Top Hammer, Down the Hole and Geotechnical. Robit has sales and service points in 9 countries and active sales networks in over 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.