RAMIRENT PLC STOCK EXCHANGE RELEASE 26 March 2013
Vantaa, Finland, 2013-03-26 17:24 CET (GLOBE NEWSWIRE) —
Ramirent Plc’s Annual General Meeting, which was held today on 26 March 2013, adopted the 2012 annual financial accounts and discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting decided on the payment of dividends, the composition of the Board of Directors and their fees, Amendment of the Articles of Association, the election of the auditor and his fee, the authorisation of the Board of Directors to repurchase the Company’s own shares and to decide on the share issue and/or issuance of option rights, convertible bonds and/or other special rights entitling to shares.
Dividend payout
The Annual General Meeting adopted the Board’s proposal 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. It was decided that the dividend be paid on 11 April 2013.
Composition of the Board of Directors and their remuneration
The Annual General Meeting resolved that the number of members of the Board of Directors is confirmed to be eight (8) and re-elected the Board members Kevin Appleton, Kaj-Gustaf Bergh, Johan Ek, Peter Hofvenstam, Erkki Norvio, Susanna Renlund, Gry Hege Sølsnes, and elect as new Board member Mats O Paulsson for the term that will continue until the end of the next Annual General Meeting.
The Annual General Meeting adopted the proposal that the remunerations of the members of the Board of Directors would be 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 Deputy 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 2,250 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.
Election of the auditor and the fee
The Annual General Meeting adopted the proposal that the number of auditors shall be one (1) and re-elected PricewaterhouseCoopers Oy (“PWC”) as the company’s auditor with APA Ylva Eriksson as principally responsible auditor for the term that will continue until the end of the next Annual General Meeting. The auditor’s compensation will be paid against an invoice as approved by the Company.
Amendment of the Articles of Association
The Annual General Meeting adopted the proposal 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.
Repurchase of the Company’s own shares
The Annual General Meeting authorised the Board of Directors to decide on the repurchase of a maximum of 10,869,732 Company’s own shares as proposed by the Board of Directors. The authorisation also contains an entitlement for the Company to accept its own shares as pledge. The share repurchase authorisation is valid until the next Annual General Meeting.
The share issue and/or issuance of option rights, convertible bonds and/or other special rights entitling to shares
The Annual General Meeting authorised 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.
The Board of Directors shall decide on all other terms and conditions related to the authorisations. The authoriations shall be valid until the third subsequent Annual General Meeting and they shall revoke the authorisations given by the Annual General Meeting on 29 March 2010.
The minutes of the Annual General Meeting will be available on the Internet at the company website www.ramirent.com by 9 April 2013.
Helsinki, 26 March 2013
RAMIRENT PLC
THE BOARD OF DIRECTORS
FURTHER INFORMATION:
Sanna Lehti, Head of Legal, tel. +358 (0)20 750 2834
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.