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Robit Oyj AGM Information 2022
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AGM Information
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ROBIT PLC
ANNUAL GENERAL MEETING
Tampere 22 March 2022
Welcome!
Robit
AGENDA
- OPENING OF THE GENERAL MEETING
- CALLING THE GENERAL MEETING TO ORDER
- ELECTION OF PERSONS TO SCRUTINISE THE MINUTES AND TO SUPERVISE THE COUNTING ON VOTES
Robit
Robit PLC The Annual General Meeting 2022
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AGENDA
- RECORDING THE LEGALITY OF THE MEETING
- RECORDING ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES
- PRESENTATION OF THE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS, THE ANNUAL REPORT AND THE AUDITORS REPORT FOR THE YEAR 2021
Review by the Chair of the Board and the Group CEO.
Robert
Robit PLC The Annual General Meeting 2022
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REVIEW BY THE CHAIR OF THE BOARD
Harri Sjöholm
Robit
Urbanization enables the growth of the contracting sector:
+ 4-6% p.a.
Poorer ores and underground mines:
The mining industry is growing
3-5% p.a.
Technology:
Continuous technical
development
secures competitiveness
Sustainable development and corporate responsibility:
Privilege and duty of Western
company
ROBIT – FUTURE
- The target of EUR 100 million has been reached – the path towards EUR 200 million
- Investments in operational competitiveness and fast deliveries
- Profitable growth – profitability in focus
- Solve the challenges of time: global logistics, inventories, cash flows
- Corporate culture – act dynamically and quickly to solve challenges
Robert
Robit PLC The Annual General Meeting 2022
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REVIEW BY THE GROUP CEO
Arto Halonen
Robit
WE ACHIEVED THE MILESTONE OF 100 MEUR
- Net sales increased by +10.0% in 2021 and orders in the fourth quarter by +30.0% compared to the previous year
- EBITDA developed positively by 7.5% (5.6%)
- The development of profitability was affected by rapidly rising raw material and logistics costs
- We allowed a temporary increase in working capital to ensure the level of customer service
- We updated our plans and targets for ESG; environment, social responsibility and good governance
Robit
Robit PLC The Annual General Meeting 2022
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THE CRISIS IN UKRAINE
- Robit's business in the East area which includes Russia, Belarus and Ukraine accounts for less than 10% of the company's total net sales
- We are monitoring sanctions closely
- We are monitoring the situation to limit country risk
- We have responded to the rise in energy and raw material prices caused by the crisis with dynamic pricing
- Robit and Robit staff have given their support to those affected by the crisis
- Robit Plc made a donation through four different organizations
- We have organized a campaign for Robit staff to gather necessary equipment for Ukraine
Robit
Robit PLC The Annual General Meeting 2022
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CONSISTENT GROWTH
Robin
Robin PLC Annual General Meeting 2022
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NET SALES BY AREA 2021 (MEUR)
Sales by area MEUR (change % compared to 2020)
DISTRIBUTION OF NET SALES
- EMEA
- Americas
- Asia
- Australasia
- East
Robit
Robit PLC The Annual General Meeting 2022
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PROFITABILITY DEVELOPED FAVOURABLE
- Net sales grew by 10.0% to 100.8 MEUR (91.6)
- Top Hammer net sales 56.3 MEUR (46.3)
- Down the Hole net sales 44.5 MEUR (45.3)
- Order intake grew by 13.0% to 105.7 MEUR (94.3)
- Adjusted EBITDA% developed favourable to 7.5% (5.6%)
- Group result for the period 0.9 MEUR (-2.9)
Robit
Robit PLC The Annual General Meeting 2022
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BALANCE SHEET
- Equity ratio at the end of the period was 42.2% (45.5%)
- Cash and cash equivalents 9.5 MEUR
- Total interest-bearing loans and utilized credit limits was 41.5 MEUR including IFRS 16 liabilities 7.7 MEUR
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| Thousand Euros | 31.12.2021 | 31.12.2020 |
|---|---|---|
| ASSETS | ||
| Total non-current assets | 37 847 | 35 500 |
| Current assets | ||
| Inventories | 41 689 | 34 857 |
| Account and other receivables | 24 457 | 18 621 |
| Other receivables | 157 | 206 |
| Cash and cash equivalents | 9 525 | 14 339 |
| Total current assets | 78 557 | 68 023 |
| Total assets | 116 403 | 103 523 |
| EQUITY AND LIABILITIES | 31.12.2021 | 31.12.2020 |
| Equity total | 49 114 | 46 989 |
| Total non-current liabilities | 32 441 | 25 838 |
| Total current liabilities | 34 848 | 30 696 |
| Total liabilities | 67 289 | 56 534 |
| Total equity and liabilities | 116 403 | 103 523 |
Robert
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CASH FLOWS
- Cash flows before changes in working capital strengthened to 7.8 MEUR (7.2)
- Net cash flows from operating activities -4.2 MEUR (4.3)
- Cash flows from investing activities -3.9 MEUR (-1.2). The company carried out its investment plan, focusing on investments in Top Hammer business.
CONSOLIDATED STATEMENT OF CASH FLOWS
| EUR thousand | Q4 2021 | Q4 2020 | 2021 | 2020 |
|---|---|---|---|---|
| Cash flow from operating activities | ||||
| Cash flows before changes in working capital | 1 707 | 2 382 | 7 826 | 7 160 |
| Cash flows from operating activities before financial items and taxes | -237 | 4 401 | -2 785 | 5 555 |
| Net cash inflow (outflow) from operating activities | -449 | 4 107 | -4 174 | 4 263 |
| Net cash inflow (outflow) from investing activities | -1 454 | -991 | -3 885 | -1 173 |
| Net cash inflow (outflow) from financing activities | 2 391 | -2 184 | 3 091 | -3 626 |
| Net increase (+)/decrease (-) in cash and cash equivalents | 487 | 932 | -4 968 | -536 |
| Cash and cash equivalents at the beginning of the financial year | 8 926 | 13 235 | 14 339 | 15 248 |
| Exchange gains/losses on cash and cash equivalents | 113 | 174 | 154 | -370 |
| Cash and cash equivalents at end of the year | 9 525 | 14 339 | 9 525 | 14 339 |
Robert M. Smith
14
Robit PLC The Annual General Meeting 2022
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LOANS FROM FINANCIAL INSTITUTIONS AND AMORTIZATIONS
- Loans from financial institutions were 30.4 MEUR at the end of the period. Amortizations of the loans were moderate.
- In June, Robit signed a new 30 MEUR financing agreement of which it has raised 26.5 MEUR.
- From the new loan 3.5 MEUR remain to be raised at later stages.
- Loan amortization of 1.5 MEUR bi-annually
Robit
Robit PLC The Annual General Meeting 2022
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COMPETENT ROBIT TEAM
- Personnel at the end of 2021: 273 (261)
- 76 in Finland, 197 outside Finland
- 20 nationalities in 9 countries
- Values guide operations in Robit
- We serve with speed
- We drive change
- We respect everyone
- Focus on competence development:
- Sales skills
- Management
DISTRIBUTION BY GENDER
MALE 81% FEMALE 19%
DISTRIBUTION BY AGE
Robit
Robit PLC The Annual General Meeting 2022
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YOUR PARTNER FOR A MORE SUSTAINABLE TOMORROW
How we do it?
Our impact — Megatrends
Electrification
Geothermal energy
Sustainable infrastructure
Sustainable partnerships
CO2 emission reductions in our value chain
Happy and healthy workplace
Efficiency throughout the product lifecycle
- Transparency in value chain
- Minimizing environmental footprint
- Optimizing logistics
- Employee wellbeing
- Health and safety
- Diversity and inclusion
- Employee training
- Improved efficiency and safety
- Increased product lifetime
- Lower environmental footprint for our clients
Suppliers
Own production
Clients
Robit
Robit Plc Q4 2021 & FY 2021 Results
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MARKET POTENTIAL
Mining and construction business global potential approx. 2 billion euros (excl. China and India)
SURFACE MINING
MINING 60 %
UNDERGROUND MINING
EXPLORATION
QUARRING & AGGREGATES
UNDERGROUND CONSTRUCTION
Global 2 billion euros' market split geographically
EMEA
AMERICAS
AUSTRALASIA
ASIA
(excl. China and India)
EAST
*Estimates presented are based on the view of Robit
PLC' management
Robit PLC The Annual General Meeting 2022
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KEY AREAS FOR DEVELOPMENT 2022
- Profitable growth – profitability in focus
- Dynamic pricing
- Saving projects in sourcing
- Improvement of productivity
- Working capital management and cash flow – inventory management as a priority
- Ramping up investments and improving delivery capacity
- Responsibility as part of day-to-day operations and decision-making
Dobit
Robit Oyj Yhtiokokous 2022
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FINANCIAL OBJECTIVES AND GUIDELINES 2022
FINANCIAL OBJECTIVES
The long-term goals are to achieve annual organic net sales growth of 15% and 13% comparable EBITDA profitability.
GUIDELINES
Robit estimates that net sales for 2022 will grow and adjusted EBITDA profitability in euros will improve compared with 2021, assuming that there are no significant changes in the exchange rates compared with the end of 2021.
Robit
Robit PLC The Annual General Meeting 2022
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INFORMATION REQUESTS FROM SHAREHOLDERS
Robit
Robit
22
EY
Building a better working world
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Robit
Plc
Audit 2021
22.3.2022
EY Building a better working world
Audit scope
We have audited the financial statements of Robit Plc for the year ended 31.12.2021.
The Group financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and the parent company in accordance with Finnish accounting standards.
Locations
2
3
EY
Building a better working world
Audit timing and reporting
The 2021 audit of Robit Plc has been performed during April 2021 – February 2022.
Reporting to the Audit Committee includes
- Audit plan,
- Interim audit findings, and
- Summary of year-end audit
Robit
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EY Building a better working world
Key audit matters
Areas reported to the Audit Committee
Audit focus areas
Key audit matters
Revenue recognition
Revenue is recognized when control of the good or service is transferred to the customer, typically at the point of time when the goods have been delivered to the customer.
Revenue is used as a key performance indicator in the Group.
Revenue recognition was a key audit matter due to the risk related to the timing (cut-off) related risk.
Valuation of Goodwill
The value of goodwill at the date of the financial statements amounted to 5,5 M€ (11% of total assets).
Valuation of goodwill was a key audit matter because:
- the impairment testing is complex and based on numerous judgmental estimates, and
- the amount of goodwill is significant to the financial statements.
Valuation of Trade Receivables
At the balance sheet date, the total value of trade receivables was 21,2 M€, (18% of total assets).
Valuation of trade receivables was a key audit matter because:
- Valuation of trade receivables require management judgement, and
- the value of trade receivables incl. overdue receivables is material to the financial statements.
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EY Building a better working world
Auditor's opinion
Both the consolidated and the parent financial statements give a true and fair view of the financial position as well as the financial performance.
The issued auditor's report for the year 2021 is unmodified.
In our opinion
- the consolidated financial statements give a true and fair view of the group's financial position as well as its financial performance and its cash flows in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU.
- the financial statements give a true and fair view of the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements.
Helsinki, February 15, 2022
Ernst & Young Oy
Authorized Public Accountant Firm
Toni Halonen
Authorized Public Accountant
5
AGENDA
-
THE ADOPTION THE FINANCIAL STATEMENTS, WHICH ALSO INCLUDES THE ADOPTION OF CONSOLIDATED FINANCIAL STATEMENTS
-
USE OF THE PROFIT SHOWN IN THE BALANCE SHEET AND DECIDING OF THE PAYMENT DIVIDENDS
The Board of Directors proposes to the General Meeting that the profit for the financial year 2021 be transferred to the previous accounting period's retained earnings accounts and that no dividend be paid based on the adopted balance sheet for the financial year 2021.
-
RESOLUTION ON DISCHARGE OF MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY
-
HANDLING OF THE REMUNERATION REPORT FOR GOVERNING BODIES
The Board of Directors proposes the adoption of the remuneration report for governing bodies. The decision is advisory in accordance with the Limited Liability Companies Act. The remuneration report has been available on the company's website since 25 February 2022.
- RESOLUTION ON THE NUMBER OF THE BOARD MEMBERS
The Shareholders' nomination board proposes to the General Meeting that six (6) members be appointed to the Board of Directors.
Bobi
Robit PLC The Annual General Meeting 2022
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AGENDA
12. RESOLUTION ON THE REMUNERATION OF THE BOARD MEMBERS
The Shareholders' Nomination Board proposes to the Annual General Meeting to the amount of the remuneration payable to Board of Directors and the Chairman of the Board as follows:
The annual remuneration to the Chairman of the Board is EUR 50,000, 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 2022.
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.
Nobit
Robit PLC The Annual General Meeting 2022
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AGENDA
13. ELECTION OF THE BOARD MEMBERS
The Shareholders' Nomination Board proposes to the General Meeting that current Board Members Kim Gran, Mikko Kuitunen, Anne Leskelä and Harri Sjöholm be re-elected for a new term of office. The Shareholders' Nomination Board further proposes that Eeva-Liisa Virkkunen and Markku Teräsvasara be elected as new members of the Board of Directors.
The Board Members' term of office will continue until the end of Annual General Meeting held in 2023.
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.
The candidates' profiles are available on Robit Plc's website at https://www.robitgroup.com/investor/corporate-governance/general-meeting.
Robit
Robit PLC The Annual General Meeting 2022
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INTRODUCTION OF NEW BOARD MEMBERS
EEVA-LIISA VIRKKUNEN, b. 1957, M. Sc. (Econ)
Eeva-Liisa Virkkunen has a long experience of management positions in finance at Metso units. In 2014–2020 Virkkunen held the position Senior Vice President, Group Finance and Control, at Metso Plc. She transferred to Metso corporation in 2002 from CFO position in Rettig Group. In 1995–1999 Virkkunen was Vice President, Finance and Business Development for Tamrock Production Companies.
Key positions of trust:
- 2018- Chairman of the Board, Sotkamo Silver Oy
- 2020- Vice Chairman of the Board, Turku One Hour Train Ltd
Robit
Robit PLC The Annual General Meeting 2022
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INTRODUCTION OF NEW BOARD MEMBERS
MARKKU TERÄSVASARA, b. 1965, (Civil. Eng.)
In 1997–2016, Markku Teräsvasara led mining equipment and service businesses at Atlas Copco – lately being in charge of the division of over billion euros. In 2016, he assumed the duties of CEO, Outotec Oyj, and further his current position at MO Group after the merger. At present, Teräsvasara acts as a President, Minerals and Deputy CEO at Metso Outotec Oyj.
Key positions of trust:
- 2019- Member of the Board, Swiss Tower Mills Minerals AG
- 2022- Member of the Board, Technology Industry Employers of Finland
Robit
Robit PLC The Annual General Meeting 2022
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PERSONS PROPOSED FOR BOARD MEMBERS
KIM
GRAN
MIKKO
KUITUNEN
ANNE
LESKELÄ
HARRI
SJÖHOLM
EEVA-LIISA
VIRKKUNEN
MARKKU
TERÄSVASARA
Robit
Robit PLC The Annual General Meeting 2022
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AGENDA
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.
Nobit
Robit PLC The Annual General Meeting 2022
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AGENDA
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 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 25 March 2021 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 2023.
Nobit
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AGENDA
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 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 2023. 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 ANNUAL GENERAL MEETING
Koti
Robit PLC The Annual General Meeting 2022
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THANK YOU!
Robit will publish its interim report Q1 January – March 2022
on 27 April 2022
www.robitgroup.com
Robit
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