2009-02-19 12:00:00 CET
2009-02-19 12:00:02 CET
REGULATED INFORMATION
Ramirent - Notice to general meeting
RAMIRENT: NOTICE TO THE ANNUAL GENERAL MEETING
RAMIRENT PLC STOCK EXCHANGE RELEASE 19 Feb, 2009 AT 1:00 P.M. 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 2 April 2009 at 4:30 p.m. at Marina Congress Center, at the address of Katajanokanlaituri 6, 00160 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, the report of the Board of Directors and the auditor's report for the year 2008 - Review by the CEO 7. Adoption of the annual accounts and 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 0.15 per share be paid based on the adopted balance sheet for the financial year ended on 31 December 2008. 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 7 April 2009. The Board of Directors proposes that the dividend be paid on 23 April 2009. 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, 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 shall be reduced from seven (7) to six (6) members. 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, Torgny Eriksson, Peter Hofvenstam, Ulf Lundahl, 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 presentation of persons proposed for Ramirent Plc's Board of Directors can be found on the Company's website www.ramirent.com/about the company. All nominees have given their consent for the position. 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 the present auditor KPMG Oy Ab shall be re-elected for the term that will continue until the end of the next Annual General Meeting. KPMG Oy Ab has appointed APA Pauli Salminen as principally responsible auditor. The proposed auditor has given its consent for the election. 15. Proposal by the Board of Directors to amend section 10 of the Articles of Association The Board of Directors proposes that Section 10 of the Articles of Association is amended so that an invitation to General Meetings be delivered to shareholders no later than twenty-one days prior to the meeting. 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 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. Shares may be repurchased to be used as consideration in eventual acquisitions or in other arrangements that are part of the Company's business, to finance investments 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 will be valid for one year from the decision of the Annual General Meeting. 17. Authorising the Board of Directors to decide on the share issue and the issuance of option rights, convertible bonds and/or special rights The Board of Directors proposes to the Annual General Meeting to resolve on authorising the Board of Directors to decide to issue a maximum of 21.739.465 new shares and to convey a maximum of 10.869.732 Company's own shares against payment. By virtue of the authorisation, the Board of Directors also has the right to grant option rights, convertible bonds and/or 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 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 or conveyance 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 or to finance investments. The Board of Directors has the right to decide that the subscription price for issued new shares or conveyed own shares shall be either entirely or partially entered into the invested unrestricted equity fund. The authorisation entitles the Board of Directors to decide on other terms of the share issue. The share issue authorisation is valid for one year from the decision of the Annual General Meeting. 18. 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. 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 27 February 2009. The proposals of the Board of Directors as well as the annual accounts are also available at the Annual General Meeting and, copies of these documents and of this notice 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 16 April 2009. C. Instructions for the participants in the Annual General Meeting 1. The right to participate and registration Each shareholder, who is registered on Monday, 23 March 2009 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 book-entry account, is registered in the shareholders' register of the Company. Shareholders whose shares are registered in the shareholders' register maintained by 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 19 March 2009 at 12:00 a.m. Swedish time. Ramirent Plc will provide forms for temporary registration upon request (please contact Ms. Paula Koppatz by email paula.koppatz@ramirent.com or by phone +358 (0)20 750 2834) and the form is also available on Ramirent Plc's website, www.ramirent.com/agm. Besides making the aforementioned request to Euroclear Sweden AB, shareholders should also be registered for the Annual General Meeting in the manner set out below. A shareholder, who wants to participate in the Annual General Meeting, should register for the meeting no later than 26 March 2009 at 4:00 p.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; b. by telephone +358 (0)20 750 2866 from Mondays to Fridays between 8:00 a.m. and 4:00 p.m.; 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; or e. by email agm@ramirent.com In connection with the registration, a shareholder should notify his/her name, date of birth, address, telephone number and the name of a possible assistant. The personal data given to Ramirent Plc is used only in connection with the Annual General Meeting and with processing of related registrations. Pursuant to chapter 5, section 25 of the Finnish Company's 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. 2. Authorised representatives A shareholder may participate in the Annual General Meeting via an authorised representative. A representative should provide a dated power of attorney or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the meeting. Power of attorneys should be delivered in originals to Ramirent Plc, P.O. Box 116, FI-01511 Vantaa, Finland before 26 March 2009 at 4:00 p.m. 3. Holders of nominee registered shares Shareholders holding their shares under the name of a nominee, who wants to participate in the Annual General Meeting, must be registered temporarily into the shareholders' register of the Company on the record date 23 March 2009 of the Annual General Meeting. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholders' register of the Company, the issuing of power of attorneys and the registration for the Annual General Meeting from his/her custodian bank. 4. Other information 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, 19 February 2009 RAMIRENT PLC THE BOARD OF DIRECTORS FURTHER INFORMATION: Paula Koppatz, General Counsel, tel. +358 20 750 2834, email paula.koppatz.ramirent.com DISTRIBUTION: NASDAQ OMX The main media www.ramirent.com Ramirent is the leading machinery rental company in the Nordic countries and in Central and Eastern Europe. The Group has some 360 permanent outlets in 13 countries and is registered in Helsinki. Ramirent employs 3,900 people and in 2008 the consolidated net sales were EUR 703 million. Ramirent is listed on the NASDAQ OMX Helsinki Ltd.
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