Ramirent Plc Stock Exchange Release February 13, 2019 at 08:00 a.m. EET
Notice is given to the shareholders of Ramirent Plc to the Annual General Meeting of Shareholders to be held on Thursday March 14, 2019 at 10:00 a.m. at Ramirent Group Headquarter, at the address of Tapulikaupungintie 37, Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9:00 a.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 2018
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 0.46 per share be paid based on the adopted balance sheet for the financial year ended on December 31, 2018. The dividend shall be paid in two installments. The first installment of EUR 0.23 per share 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 March 18, 2019. The first installment is to be paid on April 4, 2019 for shareholders whose shares are registered in Euroclear Finland Ltd and on April 5, 2019 for shareholders whose shares are registered in Euroclear Sweden AB. The second installment of EUR 0.23 per share 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 September 18, 2019. The second installment is to be paid on October 3, 2019 for shareholders whose shares are registered in Euroclear Finland Ltd and on October 4, 2019 for shareholders whose shares are registered in Euroclear Sweden AB. The Board of Directors is authorized to set a new dividend record date and payment date for the second installment of the dividend, in case the rules and regulations of the Finnish book-entry system would be changed, or otherwise so require, prior to the payment of the second installment of the dividend.
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 31 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 decided as follows: for the Chairman EUR 4,600 per month (EUR 4,500 last term) and additionally EUR 1,800 (EUR 1,800 last term) for attendance at board and committee meetings and other similar board assignments; for the Vice-Chairman EUR 2,950 per month (EUR 2,900 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 2,550 per month (EUR 2,500 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 six (6) members.
12. Election 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 to the Board of Directors shall be re-elected the current members Kevin Appleton, Kaj-Gustaf Bergh, Ulf Lundahl and Tobias Lönnevall and that Malin Holmberg and Laura Raitio are elected as new members, for a term that will continue until the end of the next Annual General Meeting. Ann Carlsson and Susanna Renlund have declined re-election.
Malin Holmberg is a Partner at Target Global VC which focus on investments in digital growth companies. She has more than 15 years' experience driving international capital intensive service businesses from leading roles in the telecom industry such as Executive Vice President and CEO of Tele2 Netherlands. Malin holds an MSc in Business and Economics from the Stockholm School of Economics and an MBA from INSEAD.
Laura Raitio is a professional board member, currently active in among other the Boards of Neste, Suominen and Raute. She has more than 20 years' experience from management roles through senior positions such as CEO of Diacor Healthcare Services and Executive Vice President for Building and Energy in the Ahlström Corporation. Laura Raitio holds a Licentiate of Technology from Helsinki University of Technology.
The presentation of the persons proposed for Ramirent Plc's Board of Directors can be found on the Company's website www.ramirent.com. 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 Enel Sintonen as principally responsible auditor. The proposed auditor has given its consent for the election.
15. Authorizing 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 authorizing the Board of Directors to decide on the repurchase of the Company's own shares on the following terms:
By virtue of the authorization the Board of Directors is entitled to decide on the repurchase of a maximum of 10,869,732 Company's own shares. The authorization 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 authorization 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 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 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 authorization shall be valid until the next Annual General Meeting and it shall revoke the repurchase authorization given by the Annual General Meeting on March 15, 2018.
16. Board of Directors' proposal to amend the Articles of Association of the Company
The Board of Directors proposes to the Annual General Meeting that the Articles of Association of the Company shall be amended so that from paragraph 5 § shall be deleted the reference that the Board of Directors shall elect a Chairman from its midst, and if necessary, a Deputy Chairman, and in paragraph 9 § shall be changed the reference to auditors being firms of auditors accepted by the Finnish Central Chamber of Commerce so that the auditors must be a firm of Authorized Public Accountants.
The entire proposal will be available on Ramirent Plc's website at www.ramirent.com/agm.
17. Board of Directors' proposal for the establishment of a Shareholders' Nomination Board
The Board of Directors proposes to the Annual General Meeting that the General Meeting resolves to establish a Shareholders' Nomination Board to prepare future proposals concerning the election and remuneration of the members of the Board of Directors to the General Meetings. In addition, the Board of Directors proposes that the General Meeting adopts the Charter of the Shareholders' Nomination Board set out as an appendix to the proposal.
According to the proposal, the Nomination Board shall have three (3) members and comprise of representatives nominated by the three largest shareholders of the Company. In addition, the Chairman of the Board of Directors shall act in the Nomination Board as an expert member without voting right.
The right to nominate representatives shall be vested with the three shareholders of the Company having the largest share of the votes represented by all the shares in the Company annually on the first working day of September preceding the Annual General Meeting based on the Company's shareholders' register held by Euroclear Finland Ltd. If a shareholder who has distributed his/her holdings e.g. into several funds and has an obligation under the Finnish Securities Markets Act to take these holdings into account when disclosing changes in share of ownership, or whose holdings are nominee registered, makes a written request to such effect to the Chairman of the Board of Directors no later than on the last working day of August, such shareholder's holdings in several funds or nominee register will be combined when calculating the share of votes which determines the nomination right. The request must be accompanied by sufficient evidence of title to the nominee registered shares or the obligation to take the holdings into account under the Finnish Securities Markets Act. Should a shareholder not wish to exercise his/her nomination right, the right shall be transferred to the next largest shareholder who otherwise would not be entitled to nominate a member.
The entire proposal will be available on Ramirent Plc's website at www.ramirent.com/agm.
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, the auditor's report and the proposals by the Board of Directors, are available on the above-mentioned website by February 21, 2019 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 March 28, 2019.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on Monday, March 4, 2019 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.
A shareholder, who wants to participate in the Annual General Meeting, shall register for the meeting no later than on Monday March 11, 2019 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
d. by regular mail to the address Ramirent Plc, P.O. Box 31, FI-00751 Helsinki, 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 March 4, 2019, 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 March 11, 2019, 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. Shareholders with shares registered in Euroclear Sweden AB's securities system
Shareholders with shares registered in Euroclear Sweden AB's Securities System who wish to attend and vote at the General Meeting must:
(i) be registered in the register of shareholders maintained by Euroclear Sweden AB no later than March 4, 2019.
Shareholders whose shares are registered in the name of a nominee must, in order to be eligible to request a temporary registration in Ramirent's shareholders' register maintained by Euroclear Finland Ltd, request that their shares are re-registered in their own names in the register of shareholders maintained by Euroclear Sweden AB, and procure that the nominee sends the above mentioned request for temporary registration to Euroclear Sweden AB on their behalf. Such re-registration must be made at the latest by March 4, 2019 and the nominee should therefore be notified well in advance before said date.
(ii) request temporary registration in Ramirent's shareholders' register maintained by Euroclear Finland Ltd. Such request shall be submitted in writing to Euroclear Sweden AB by using specific form not later than March 5, 2019 at 10:00 CET. Form for temporary registration is available on Ramirent Plc's website, www.ramirent.com/agm. Alternatively Ramirent Plc will provide the form upon request (please contact by email communications@ramirent.com).
This temporary registration made through written request to Euroclear Sweden AB is considered a notice of attendance at the general meeting.
4. 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 a reliable 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 31, FI-00751 Helsinki, Finland no later than 11 March 2019 by 10:00 a.m.
5. Other instructions and information
The Company arranges a bus transportation from Helsinki to the Meeting place. The bus leaves on March 14, 2019 at 8:30 a.m. from Kiasma bus stop, Mannerheiminaukio 2, Helsinki. A shareholder wishing to take the transportation should inform so by e-mail communications@ramirent.com no later than March 8, 2019 by 4:00 p.m. For shareholders arriving to the Meeting with own car, the Company has reserved parking places from the Headquarter's parking area. The way from the parking area to the Meeting place is marked with signs.
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.
Helsinki, February 12, 2019
RAMIRENT PLC
THE BOARD OF DIRECTORS
Further information: Terhi Jokinen, Group Communications Manager, tel. +358 20 750 2086
RAMIRENT is a leading service company offering equipment rental for construction and other industries. Our mission is to help our customers gear up on safety and efficiency by delivering great equipment and smooth service with a smile. We have 2,905 co-workers at 294 customer centers across 10 countries in northern and eastern Europe. In 2018, Ramirent Group sales reached a total of EUR 712 million. Ramirent is listed on the Nasdaq Helsinki (RAMI). Ramirent - Gear Up. Equipment rental at your service
Distribution: Nasdaq Helsinki, the main media, www.ramirent.com
