PROPOSALS BY THE SHAREHOLDERS’ NOMINATION BOARD TO THE ANNUAL GENERAL MEETING 2024 OF ROBIT PLC
19 January 2024 - 9:00PM
PROPOSALS BY THE SHAREHOLDERS’ NOMINATION BOARD TO THE ANNUAL
GENERAL MEETING 2024 OF ROBIT PLC
ROBIT PLC STOCK
EXCHANGE RELEASE 19
JANUARY 2024 AT 12.00
EET
PROPOSALS BY THE SHAREHOLDERS’ NOMINATION BOARD TO THE
ANNUAL GENERAL MEETING 2024 OF ROBIT PLC
1. Number of members of the Board of
Directors
The Shareholders’ Nomination Board proposes to the AGM 2024 that
six (6) members will be elected to the Board of Directors.
2. Composition of the Board of Directors
The current members of Robit Plc’s Board of Directors are Lasse
Aho, Anne Koutonen, Mikko Kuitunen, Harri Sjöholm, Markku
Teräsvasara and Eeva-Liisa Virkkunen. The Nomination Board proposes
to the AGM 2024 that the abovementioned persons be re-elected,
exclusive of Anne Koutonen, who has informed that she will not be
available in the election of the Board in the next AGM. The
Nomination Board proposes that Kai Telanne be elected as the new
member of the Board. The resume of Kai Telanne is attached to this
release.
All candidates 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 27,1% percent of Robit Plc’s shares.
The biographical details of the Board Members proposed for
re-election can be found at Robit Plc’s website:
https://www.robitgroup.com/investor/corporate-governance/board-of-directors/members-of-the-board/
3. Remuneration of the Board of Directors
The Nomination Board proposes to the AGM 2024 that the annual
remuneration of the Chairman of the Board of Directors is EUR
60,000, 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 Board 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 2024. 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.
4. Amendment to the Charter of the Shareholders’
Nomination Board
The Nomination Board proposes that the Charter of the
Shareholders’ Nomination Board will be amended so that a new item
will be added to the tasks of the Nomination Board as follows:
The Nomination Board will prepare and present a proposal
regarding who should be elected as a Chairman and as a Vice
Chairman of the Board of Directors to the Annual General
Meeting.
The Charter in the proposed amended form is attached to this
release.
5. Composition of the Shareholders’ Nomination
Board
The members of the Shareholders’ Nomination Board are as
follows: Timo Sallinen, Director 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, Sustainability,
Aktia Bank Plc.
The proposals of the Nomination Board will be included in the
notice to convene the Annual General Meeting.
ROBIT PLC
Further information:Timo Sallinen, Chairman, Robit Plc’s
Shareholders’ Nomination Board+358 40 5439
587timo.sallinen@varma.fi
Distribution:Nasdaq Helsinki LtdKey mediawww.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, and the UK. Robit’s shares are listed on Nasdaq
Helsinki Ltd. Further information is available at
www.robitgroup.com.
Attachments:
Resume of the new candidate to the Board of Directors
Charter of the Shareholders’ Nomination Board
- Resume of the new candidate to the Board of Directors of
Robit
- Robit Plc - Charter of the Shareholders’ Nomination Board
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