RESOLUTIONS OF THE ANNUAL GENERAL MEETING OF ROBIT PLC - Seite 2

Kim Gran, Mammu Kaario, Mikko Kuitunen, Anne Leskelä, Kalle Reponen and Harri Sjöholm were re-elected as members of the Board.

6. Election and remuneration of auditor

Ernst & Young Oy, an Authorized Public Accounting firm, was re-elected as the company’s auditor for a term that will continue until the end of the next Annual General Meeting. Ernst & Young Oy has notified the company that Authorized Public Accountant Toni Halonen will serve as the company’s principal responsible auditor.

The General Meeting resolved to pay the auditor’s remuneration in accordance with an invoice approved by the company.

7. The Board of Directors was authorised to resolve on the repurchase of the company’s own shares and/or accepting them as a pledge

The General Meeting resolved to authorize the Board of Directors to resolve on the acquisition of a maximum of 2 108 390 shares 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 funds in the 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 the summons to the Annual General Meeting.  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 authorisation shall 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.

It was resolved that the authorization revokes the authorisation granted by the General Meeting on 22 April 2020 to decide on the acquisition of the company’s own shares.

The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2022.

8. The Board of Directors was authorised to resolve on a share issue and the issuance of special rights entitling to shares

The Annual General Meeting resolved to authorize the Board of Directors to resolve 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.