2010-02-26 09:15:00 CET
2010-02-26 09:15:03 CET
REGULATED INFORMATION
Ramirent - Notice to general meeting
NOTICE TO THE ANNUAL GENERAL MEETING
RAMIRENT PLC STOCK EXCHANGE RELEASE 26.2.2010 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 Monday 29 March 2010 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. 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 2009 - 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 2009. 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 1 April 2010. The Board of Directors proposes that the dividend be paid on 15 April 2010. In addition, the Board of Directors proposes that the Board of Directors be authorised to decide, within its discretion, on the payment of an additional dividend to the dividend decided in the Annual General Meeting, however no more than EUR 0.10 per share. The Board of Directors shall make its decision no later than 31 December 2010. The dividend paid on the basis of the decision of the Board of Directors will be paid to the shareholders registered in the Company's shareholders' register maintained by Euroclear Finland Ltd on the record date decided by the Board of Directors. The Board of Directors shall decide the record date for dividend and the date of payment of the dividend, which can at the earliest be the fifth banking day from the record date. 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 be confirmed to be six (6). 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, Erkki Norvio and Susanna Renlund should be re-elected for the term that will continue until the end of the next Annual General Meeting. Of the current members of the Board Ulf Lundahl has announced that he is not available for re-election. The aforementioned shareholders have additionally given notice that they will propose to the Annual General Meeting that Johan Ek be elected as a new Board member for the same term. Since 2005, Mr Johan Ek is President and CEO for the Relacom Group with annual sales of 8,500 MSEK and 13,000 employees with operations in 17 countries. Mr Ek holds a M.Sc.Econ. degree from Swedish School of Economics and Business Administration (SSEBA), Helsinki, Finland. His prior working experience includes President of Business Unit Europe at Powerwave Technologies Inc. (2004), President (2004) and Executive Vice President of LGP Allgon AB, Stockholm, Sweden (1999 - 2003) and Management Consultant at McKinsey and Company, Stockholm, Sweden (1994-1999). 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 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 a notice to a General Meeting be delivered to shareholders no later than three weeks prior to the meeting, however, at least nine days before the record date of the meeting by publishing the notice on the Company's website and, if the Board of Directors so decides, in one or more national newspapers. 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 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 2 April 2009. 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, as part of the Company's incentive program 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 shall be valid for three (3) years from the resolution 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/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 8 March 2010. 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 12 April 2010. C. Instructions for the participants in the Annual General Meeting 1. The right to participate and registration Each shareholder, who is registered on Wednesday, 17 March 2010 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 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 17 March 2010. 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) 40 192 2833 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 24 March 2010 at 10:00 a.m. by giving a prior notice of participation to the Company. Such notice can be given either: on the Company's website www.ramirent.com/agm; by telephone +358 (0)20 750 2866 from Mondays to Fridays between 8:00 a.m. and 4:00 p.m.; by telefax +358 (0)20 750 2850; or 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 by email agm@ramirent.com. 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 authorised representative and the personal identification number of an authorised representative. 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. When a shareholder participates in the general meeting by means of several authorised representatives representing the shareholder with shares at different securities accounts, the shares by which each authorised representative represents the shareholder shall be identified in connection with the registration for the General Meeting. Power of attorneys should be delivered in originals to Ramirent Plc, P.O. Box 116, FI-01511 Vantaa, Finland before 24 March 2010 at 10:00 a.m. 3. Holders of nominee registered shares A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholder's register of the company, the issuing of power of attorney documents and registration for the general meeting from his/her custodian bank. The account management organization of the custodian bank will register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, to be temporarily entered into the shareholders' register of the Company at the latest 24 March 2010 by 10:00 a.m. 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. In Vantaa, on 26 day of February 2010 RAMIRENT PLC THE BOARD OF DIRECTORS FURTHER INFORMATION: Paula Koppatz, General Counsel, 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 2009, Group sales totalled EUR 503 million. The Group has 3,000 employees, at 344 locations in 13 countries in Northern, Central and Eastern Europe. Ramirent is listed on the NASDAQ OMX Helsinki Ltd.
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