PROPOSALS OF ROBIT PLC SHAREHOLDERS’ NOMINATION COMMITTEE FOR THE ANNUAL GENERAL MEETING 2023
ROBIT PLC STOCK EXCHANGE RELEASE 18 JANUARY 2023 AT 11.30 AM
PROPOSALS OF ROBIT PLC SHAREHOLDERS’ NOMINATION COMMITTEE FOR THE ANNUAL GENERAL MEETING 2023
Robit Plc 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 2023.
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 to the Annual General Meeting that the following persons be re-elected as the Members of the Board of Directors for the term ending at the close of the next Annual General Meeting: Mikko Kuitunen, Anne Leskelä, Harri Sjöholm, Markku Teräsvasara, Eeva-Liisa Virkkunen. Lasse Aho is proposed as a new member. Among the current members of the board Kim Gran has announced that he is no longer available when the board members are elected.
The resume of Lasse Aho, proposed as a new member, is attached to this release. Information on the proposed persons relevant to the work of the Board of Directors are available 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 a 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 55,000, 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 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. If the meeting is organized remotely and its duration is max. 1 hour, paid meeting fee per meeting is EUR 250. 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 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 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, Head 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 in charge of sustainability, Aktia Bank, as the other members.
Chairman of the Board
Harri Sjöholm, Chairman of the Board
+358 40 062 2092
Nasdaq Helsinki Ltd
Robit is a strongly internationalized growth company servicing global customers and selling drilling consumables for applications in underground and surface mining, construction, geotechnical and well drilling. The company's offering is divided into two product and service ranges: Top Hammer and Down-the-Hole. Robit has own sales and service points in 9 countries as well as an active sales network in 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.
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