RAMIRENT PLC COMPANY ANNOUNCEMENT 1 MARCH 2013
Vantaa, Finland, 2013-03-01 07:30 CET (GLOBE NEWSWIRE) —
Notice is given to the shareholders of Ramirent Plc to the Annual General Meeting of Shareholders to be held on Tuesday 26 March 2013 at 4:30 p.m. at Pörssisali, 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 financial accounts including the consolidated annual financial accounts, the report of the Board of Directors and the auditor’s report for the year 2012
Review by the Company’s CEO
7. Adoption of the annual financial accounts and the consolidated annual financial 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 0.34 per share be paid based on the adopted balance sheet for the financial year ended on 31 December 2012. 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 2 April 2013. The Board of Directors proposes that the dividend be paid on 11 April 2013.
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
The 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 be as follows: for the Chairman EUR 3,000 per month (EUR 3,000 last term) and additionally EUR 1,500 (EUR 1,500 last term) for attendance at board and committee meetings and other similar board assignments; for the Vice-Chairman EUR 2,500 per month (EUR 2,500 last term) and additionally EUR 1,300 (EUR 1,300 last term) for attendance at board and committee meetings and other similar board assignments; and for the members of the Board of Directors EUR 2,250 per month (EUR 2,250 last term) and additionally EUR 1,000 (EUR 1,000 last term) 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
The 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 increased from seven (7) to eight (8).
12. Election of members of the Board of Directors
The 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 Kevin Appleton, Kaj-Gustaf Bergh, Johan Ek, Peter Hofvenstam, Erkki Norvio, Susanna Renlund and Gry Hege Sølsnes 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 Mats O Paulsson be elected as a new Board member for the same term.
Mats O Paulsson has extensive experience from the construction and rental industry. He has most recently held the position as CEO for the technical installations group Bravida, as well as leading positions in the construction firm Peab Group, as deputy CEO of the Group for seven years and as CEO of Peab Industri, the owner of Peab’s rental company Lambertsson, for three years.
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 re-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. Amendment of the Articles of Association
The Board of Directors proposes that the Annual General Meeting would resolve to amend section 5 and section 11 of the Articles of Association of the Company so that the number of ordinary members of the Board of Directors is at least three and at most eight and that there will be no deputy members.
After the amendment the section 5 reads as follows:
5 § Board of Directors
The Board of Directors of the company consists of at least three and at most eight ordinary members, whose terms expire at the end of the next Annual General Meeting following the election.
The Board of Directors shall elect a Chairman from its midst, and if necessary, a deputy Chairman.
After the amendment the section 11 reads as follows:
11 § Annual General Meeting
An Annual General Meeting must be held in Helsinki, Espoo or Vantaa annually at the latest in June, on a date determined by the Board of Directors.
At the meeting the following shall be:
presented
1 the financial statements, including the consolidated financial statements, and the Board of Director’s report;
2 the auditor’s report,
decided
3 the adoption of the financial statements;
4 the use of the profit shown on the balance sheet;
5 the discharge of the members of the Board of Directors and the Managing Director from liability;
6 the remuneration, if any, of the members of the Board of Directors and the grounds for compensation of travel expenses;
7 the number of members of the Board of Directors and auditors,
elected
8 the members of the Board of Directors;
9 the auditors.
16. 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 the Company’s own shares on the following terms:
By virtue of the authorisation the Board of Directors is entitled 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.
The number of shares that can be acquired or held as pledges by the Company on the basis of this authorisation shall not exceed one tenth (1/10) of all outstanding shares of the Company.
Own shares may be repurchased in deviation from the proportion to the holdings of the shareholders with unrestricted equity through trading of the securities on regulated market organized by NASDAQ OMX Helsinki Ltd at the market price of the time of the repurchase provided that the Company has a weighty financial reason thereto.
The shares shall be acquired and paid in accordance with the Rules of NASDAQ OMX Helsinki Ltd and Euroclear Finland Ltd.
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 Board of Directors shall decide on all other terms of the share repurchase.
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 28 March 2012.
17. Authorising the Board of Directors to decide on the share issue and/or issuance of option rights, convertible bonds and/or other special rights entitling to shares
The Board of Directors proposes that the Annual General Meeting would resolve on authorising the Board of Directors to decide on the issuance of a maximum of 21,739,465 new shares and/or conveyance of a maximum of 10,869,732 Company’s own shares. By virtue of the authorisation, the Board of Directors also has the right to grant option rights, convertible bonds and/or other special rights referred to in Chapter 10, Section 1 of the Companies Act, which entitle to new shares or the Company’s own shares against payment in such a manner that the subscription price of the shares is paid in cash or by using the subscriber’s receivable to set off the subscription price.
New shares may be issued and the Company’s own shares held by the Company may be conveyed to the Company’s shareholders in proportion to their current shareholdings in the Company or waiving the shareholder’s pre-emption right, through a directed share issue if the Company has a weighty financial reason to do so such as using the shares as consideration in possible mergers and acquisitions and other business arrangements, to finance investments or as a part of the Company’s incentive program for personnel.
New shares may be issued and the Company’s own shares held by the Company may be conveyed either against payment or for free. A directed share issue may be free only if there is an especially weighty financial reason both for the Company and with regard to the interests of all shareholders in the Company, such as using the shares as a part of the Company’s incentive program for personnel. The new shares may also be issued in a free share issue to the Company itself.
The Board of Directors has the right to decide that the possible subscription price for issued new shares or the possible consideration payable for the conveyed own shares shall be either entirely or partially entered into the invested unrestricted equity fund to the extent and manner decided by the Board of Directors.
The Board of Directors shall decide on all other terms and conditions related to the authorizations. The authorizations shall be valid until the third subsequent Annual General Meeting and they shall revoke the authorizations given by the Annual General Meeting on 29 March 2010.
18. Closing of the Annual General Meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda of the Annual General Meeting 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 financial accounts, consolidated annual financial accounts, the report of the Board of Directors and the auditor’s report, is available on the above-mentioned website on 1 March 2013 at the latest. The abovementioned documents are also available at the Annual General Meeting. The minutes of the Annual General Meeting will be available for inspection on the above-mentioned website as from 9 April 2013.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on Thursday, 14 March 2013 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.
In addition, each shareholder, who is registered on Thursday, 14 March 2013 in the shareholders’ register of the Company held by Euroclear Sweden AB, has the right to participate in the Annual General Meeting. 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 15 March 2013. 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, shall register for the meeting no later than 21 March 2013 by 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 www.ramirent.com/agm; or
b. by telephone +358 (0)20 770 6880 from Mondays to Fridays between 9:00 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 shall notify his/her name, personal identification number/business ID, 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 14 March 2013, 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 temporarily registered into the shareholders’ register held by Euroclear Finland Ltd. at the latest by 21 March 2013, by 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the shareholder’s register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account manager of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, temporarily into the 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 Annual General Meeting. When a shareholder participates in the Annual 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 Annual General Meeting.
Proxy documents should be delivered in originals to Ramirent Plc, P.O. Box 116, FI-01511 Vantaa, Finland no later than 21 March 2013 by 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, 1 March 2013
RAMIRENT PLC
THE BOARD OF DIRECTORS
FURTHER INFORMATION
Head of Legal Sanna Lehti
tel. +358 20 750 2834, sanna.lehti@ramirent.com
DISTRIBUTION
NASDAQ OMX Helsinki
Main news media
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 2012, the Group’s net sales totalled EUR 714 million. The Group has 3,000 employees at 358 customer centres in 13 countries in the Nordic countries and in Central and Eastern Europe. Ramirent is listed on the NASDAQ OMX Helsinki Ltd.