Ramirent - Notice to general meeting

NOTICE TO THE ANNUAL GENERAL MEETING

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 areliable 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.