Robit Oyj — AGM Information 2019

Feb 20, 2019

ROBIT PLC: SUMMONS TO ROBIT PLC'S ANNUAL GENERAL MEETING

ROBIT PLC: SUMMONS TO ROBIT PLC'S ANNUAL GENERAL MEETING

ROBIT PLC'S       STOCK EXCHANGE RELEASE    20 February 2019 at 13.00

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 Wednesday, 27 March 2019 from 14.00 onwards at Tampere Hall
(Yliopistonkatu 55, 33100, Tampere, Finland). The reception of registered
participants and the distribution of ballots will commence at [1.30pm].

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 2018

Review by the CEO.

1. The adoption of the financial statements, which also includes the adoption of
   consolidated financial statements

2. 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 no dividend
be paid based on the adopted balance sheet for the financial year 2018.

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

2. Resolution on the number of Board Members

The Board of Directors proposes to the Annual General Meeting that five (5)
members be appointed to the Board of Directors in accordance with the proposal
of the nomination committee.

1. Resolution on the remuneration of the Board Members

The Board of Directors proposes, pursuant to the proposal of the nomination
committee, that the amount of remuneration payable to the Board of Directors
remain unchanged and that the Board Members elected for the term of office
lasting until the Annual General Meeting of 2020 thus be compensated 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. An
additional compensation of EUR 500 will be paid per meeting. This compensation
will be paid for each meeting that the Chair attends. The Chair will also be
compensated for other costs such as travel and lodging expenses. 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 per meeting. This compensation will be paid for each meeting
that the Board Member attends. Each Board Member will also be compensated for
other costs such as travel and lodging expenses.

In addition to the aforementioned remuneration, members of the Board's working
committee will be paid an additional compensation of EUR 500 for each meeting
they attend. The Chair of the Board of Directors will not receive this
additional compensation paid to the members of the working committee, as it is
already included in his compensation stated above.

Members of the nomination, remuneration and audit committees will be paid an
additional compensation of EUR 500 for each meeting they attend.

The annual remuneration for the entire term of office will be paid to the Chair
and to the Board Members in December 2019. 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.

1. Election of the Board Members

The Board of Directors proposes to the General Meeting that current Board
Members Harri Sjöholm, Mammu Kaario, Mikko Kuitunen, Kai Seikku and Kalle
Reponen be re-elected for a new term of office.The Board Members standing for
election to the Board have stated that they intend to elect Harri Sjöholm as the
Chair of the Board of Directors in the event that they are elected to the
Board.The Board Members' term of office will continue until the end of the
following Annual General Meeting. All candidates have consented to being elected
to the position of Board Member. The candidates' profiles and information about
their shareholdings are available on Robit Plc's website at www.robitgroup.com.

1. 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 a reasonable invoice approved by
the company.

1. 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 Mikko Järventausta, Authorised Public
Accountant, as the company's principal responsible auditor.

1. 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 28 March 2018 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, but at least until 30 June 2020.

1. 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
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 2,108,390, 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 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, but at least until 30 June 2020.
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.

1. Establishing the shareholders' nomination board

The Board of Directors proposes to the General Meeting that a shareholders'
nomination board be established in order to prepare proposals concerning the
election and remuneration of the Board Members as well as the remuneration of
the members of the various Board committees that will be submitted to future
Annual General Meetings and to any Extraordinary General Meetings where
necessary. In addition, the Board of Directors proposes to the General Meeting
that the work schedule of the shareholders' nomination board, which is appended
hereto as Appendix 1, be approved. The Board's proposal is available on the
company's website at https://www.robitgroup.com/?investor=corporate-
governance/general-meeting.

Pursuant to the Board's proposal, the shareholders' nomination board would be
comprised of representatives appointed by the company's four largest
shareholders.

Each year, those four shareholders that hold the largest share of the votes
conferred by all shares in the company on the first working day of the September
preceding the applicable Annual General Meeting pursuant to the shareholders'
register maintained by Euroclear Finland Ltd will be entitled to appoint members
that represent the shareholders. The Chair of the Board of Directors will
request the four largest shareholders, which will be determined as stated above,
to each appoint one member to the shareholders' nomination board. In the event
that a shareholder has divided its holdings e.g. between several funds or its
holdings are registered in several registers and the shareholder is obliged,
under the Finnish Securities Markets Act, to take these holdings into
consideration when disclosing any changes in its ownership shares (flagging
obligation), all of the holdings of such a shareholder will be taken into
consideration when calculating its share of all votes in order to determine
whether the said shareholder is entitled to appoint a member to the
shareholders' nomination board if the shareholder submits a written request to
the Chair of the Board of Directors to that effect on the 31st day of the August
preceding the applicable Annual General Meeting.

In the event that two or more shareholders hold equal ownership shares and the
representative of both or all shareholders cannot be appointed to serve on the
shareholders' nomination board, the right to appoint a representative to the
shareholders' nomination board will be decided by drawing lots.

If a shareholder does not wish to exercise its right of appointment, the right
will be transferred to the next largest shareholder that would otherwise not
have the right of appointment.

The Chair of the Board of Directors will convene the first meeting of each term
of office of the shareholders' nomination board, and the representative of the
largest shareholder will be appointed as the chair of the shareholders'
nomination board, unless the shareholders' nomination board specifically decides
otherwise. In the event that the representative of one of the largest
shareholders simultaneously serves as the Chair of the company's Board of
Directors, they cannot be appointed as the chair of the shareholders' nomination
board, but they can serve as a member thereof as a representative of the
relevant shareholder. Once the shareholders' nomination board has been elected,
the company will publish a stock exchange release to announce the composition
thereof.

The shareholders' nomination board must submit its proposal to the company's
Board of Directors on an annual basis and at the latest on the 31st day of the
January preceding the applicable Annual General Meeting. The shareholders'
nomination board must keep all proposals confidential until the company has
published them. All inside information that the members of the shareholders'
nomination board become aware of is subject to the provisions of the Finnish
Securities Markets Act.

The shareholders' nomination board that will be established will operate until
further notice, i.e. until the General Meeting decides otherwise. The term of
office of the members of the shareholders' nomination board will end upon the
appointment of the members of the new shareholders' nomination board. The
members of the shareholders' nomination board will not receive any compensation
for acting as a member thereof. The members will be compensated for their travel
costs in accordance with the company's travel policy. In order to carry out its
duties and where necessary, the shareholders' nomination board may retain the
services of external experts whose costs are subject to the approval of the
company.

1. 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 6 March 2019 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 10 April 2019.

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 those shareholders who,
on 15 March 2019 (record date of the General Meeting), are recorded as
shareholders in the company's shareholder register maintained by Euroclear
Finland Ltd. Shareholders whose shares are registered in their personal Finnish
book-entry accounts are 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.

Shareholders who are 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 22 March 2019 at 10:00 a.m.

Shareholders can register for the General Meeting:

· on the company's web page at www.robitgroup.com, or
· by email investors@robitgroup.com.

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.

1. 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
2019 (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 2019 at
10:00 a.m. 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.

1. 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,
AGM, Vikkiniityntie 9, 33880 Lempäälä, Finland, before the last date for
registration.

1. 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 21,083,900 shares
entitling to an equal number of votes.

Lempäälä, 20 February 2019

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,
tunnelling and well drilling industries. The company's business is divided into
three Strategic Business Units (SBUs): Top Hammer, Down the Hole and Digital
Services. The company has 17 sales and service points of its own around the
globe as well as an active sales network in 115 countries. Robit's manufacturing
units are located in Finland, South Korea, Australia, the UK and North America.
Robit Plc's share is quoted on NASDAQ Helsinki Oy. For more information, please
visit www.robitgroup.com.

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