NOTICE TO THE ANNUAL GENERAL MEETING

RAMIRENT PLC           COMPANY ANNOUNCEMENT                                 28.2.2011

 

NOTICE TO THE ANNUAL GENERAL MEETING

 

Notice is given to the shareholders of Ramirent Plc to the Annual General Meeting of Shareholders to be held on Thursday 7 April 2011 at 4:30 p.m. at Pörssitalo, at the address of Fabianinkatu 14, 00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3:30 p.m.

 

A. Matters on the agenda of the Annual General Meeting and their course of procedure

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to review the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and the confirmation of the voting list

6. Presentation of the annual accounts including the consolidated annual accounts, the report of the Board of Directors and the auditor’s report for the year 2010

• Review by the CEO

7. Adoption of the annual accounts and the consolidated annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend

The Board of Directors has decided to propose to the Annual General Meeting that a dividend of EUR 0.25 per share be paid based on the adopted balance sheet for the financial year ended on 31 December 2010. The dividend will be paid to shareholders registered in the shareholders’ register of the Company maintained by Euroclear Finland Ltd on the record date for dividend payment 12 April 2011. The Board of Directors proposes that the dividend be paid on 26 April 2011.

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

10. Resolution on the remuneration of the members of the Board of Directors

Company’s shareholders Nordstjernan AB and Oy Julius Tallberg Ab, who together represent approximately 40 per cent of the voting rights carried by the Company’s shares have notified the Company that they will propose to the Annual General Meeting that the remunerations of the members of the Board of Directors would remain unchanged as follows: for the Chairman EUR 3,000 per month and additionally EUR 1,500 for attendance at board and committee meetings and other similar board assignments; for the Vice-Chairman EUR 2,500 per month and additionally EUR 1,300 for attendance at board and committee meetings and other similar board assignments; and for the members of the Board of Directors EUR 1,700 per month and additionally EUR 1,000 for attendance at board and committee meetings and other similar board assignments. Travel expenses and other out-of-pocket expenses due to the board work shall be compensated in accordance with the Company’s established practice and travel rules.

11. Resolution on the number of members of the Board of Directors

Company’s shareholders referred to above have notified the Company that they will propose to the Annual General Meeting that the number of members of the Board of Directors be confirmed to be six (6) and that no deputy members be elected.

12. Election of members of the Board of Directors

Company’s shareholders referred to above have further notified the Company that they will propose to the Annual General Meeting that the current Board members Kaj-Gustaf Bergh, Johan Ek, Peter Hofvenstam, Erkki Norvio and Susanna Renlund should be re-elected for the term that will continue until the end of the next Annual General Meeting.

The aforementioned shareholders have additionally given notice that they will propose to the Annual General Meeting that Gry Hege Sølsnes be elected as a new Board member for the same term.

Gry Hege Sølsnes has during 15 years had leading management positions, most recently as COO in the Kwintet Group (2006-2010); Supply Chain Director in Fristads & Co Division (2003-2006); Managing Director at Adolphe Lafont SAS (2002-2003); and Managing Director at Fristads Norge AS (2000-2002) and various other positions. She holds a Bachelor of Management degree from Handelshøyskolen BI (Norwegian School of Management BI). She now works as a consultant. She is a member of the Board of Directors of Ekornes ASA, the leading Norwegian furniture manufacturer.

The presentation of the persons proposed for Ramirent Plc’s Board of Directors can be found on the Company’s website www.ramirent.com/agm. All candidates have given their consent to the election.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes that the auditor’s compensation is paid against an invoice as approved by the Company.

14. Resolution on the number of auditors and election of auditor

The Board of Directors proposes that the number of auditors shall be one (1) and that PricewaterhouseCoopers Oy (“PWC”) shall be elected as an auditor for the term that will continue until the end of the next Annual General Meeting. PWC has appointed APA Ylva Eriksson as principally responsible auditor. The proposed auditor has given its consent for the election.

15. Authorising the Board of Directors to decide on the repurchase of the Company’s own shares

The Board of Directors proposes that the Annual General Meeting would resolve on authorising the Board of Directors to decide on the repurchase of a maximum of 10,869,732 Company’s own shares. The authorisation shall also contain an entitlement for the Company to accept its own shares as pledge.

Own shares may be repurchased in deviation from the proportion to the holdings of the shareholders with unrestricted equity through public trading of the securities on NASDAQ OMX Helsinki Ltd at the market price of the time of the repurchase provided that the Company has a weighty financial reason thereto. Shares may be repurchased to be used as consideration in possible acquisitions or in other arrangements that are part of the Company’s business, to finance investments, as part of the Company’s incentive program or to be retained, otherwise conveyed or cancelled by the Company.

The authorisation entitles the Board of Directors to decide on other terms of the repurchase of the shares. The share repurchase authorisation shall be valid until the next Annual General Meeting and it shall revoke the repurchase authorisation given by the Annual General Meeting on 29 March 2010.

16. Closing of the Annual General Meeting

 

B. Documents of the Annual General Meeting

The proposals of the Board of Directors as well as this notice are available on Ramirent Plc’s website at www.ramirent.com/agm. The annual report of Ramirent Plc, including the Company’s annual accounts, consolidated annual accounts, the report of the Board of Directors and the auditor’s report, is available on the above-mentioned website no later than 17 March 2011. The abovementioned documents are also available at the Annual General Meeting, and copies of these documents will be sent to shareholders upon request. The minutes of the Annual General Meeting will be available for inspection on the above-mentioned website as from 21 April 2011.

 

C. Instructions for the participants in the Annual General Meeting

1. Shareholders registered in the shareholders’ register

Each shareholder, who is registered on Monday, 28 March 2011 in the shareholders’ register of the Company held by Euroclear Finland Ltd, has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the Company.

Shareholders whose shares are registered in the shareholders’ register maintained by the Swedish Euroclear Sweden AB should contact Euroclear Sweden AB and request temporary registration of their ownership in the shareholders’ register of the Company maintained by Euroclear Finland Ltd in order to have the right to participate in the Annual General Meeting. Such request shall be submitted to Euroclear Sweden AB in writing by using a specific form no later than 29 March 2011. Ramirent Plc will provide forms for temporary registration upon request (please contact Ms. Annika Nikkilä by email annika.nikkila@ramirent.com or by phone +358 (0) 20 750 2866) and the form is also available on Ramirent Plc’s website, www.ramirent.com/agm.

A shareholder, who wants to participate in the Annual General Meeting, should register for the meeting no later than 4 April 2011 at 10:00 a.m. by giving a prior notice of participation to the Company. Such notice can be given either:

a. on the Company’s website ; or

b. by telephone +358 (0)20 750 2851 from Mondays to Fridays between 8:00 a.m. and 4:00 p.m.; or

c. by telefax +358 (0)20 750 2850; or

d. by regular mail to the address Ramirent Plc, P.O. Box 116, FI-01511 Vantaa, Finland. When giving the notice by regular mail the notice should be delivered to the Company before the deadline for registration.

In connection with the registration, a shareholder should notify his/her name, personal identification number, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Ramirent Plc is used only in connection with the Annual General Meeting and with processing of related registrations. 

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 28 March 2011, would be entitled to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd. at the latest by 4 April 2011, by 10:00 a.m. As regards nominee registered shares this constitutes due registration for the general meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder’s register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders’ register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise his/her rights at the Meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her 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 shall be identified in connection with the registration for the General Meeting.

Possible proxy documents should be delivered in originals to Ramirent Plc, P.O. Box 116, FI-01511 Vantaa, Finland before 4 April 2011 at 10:00 a.m.

4. Other instructions and information

Pursuant to chapter 5, section 25 of the Finnish Companies Act, a shareholder who is present at the shareholders’ meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting, the total number of shares and votes in Ramirent Plc is 108,697,328.

 

Vantaa, 28 February 2011

 

RAMIRENT PLC
THE BOARD OF DIRECTORS 

FURTHER INFORMATION:
Paula Koppatz, General Counsel, tel. +358 (0)20 750 2834

 

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www.ramirent.com                                                               

Ramirent is a leading equipment rental group delivering Dynamic Rental Solutions™ that simplify business. We serve a broad range of customers, including construction and process industries, shipyards, the public sector and households. In 2010, Group sales totalled EUR 531 million. The Group has 3,000 employees, at 378 locations in 13 countries in Northern, Central and Eastern Europe. Ramirent is listed on the NASDAQ OMX Helsinki Ltd.