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.
