Ramirent Plc Stock Exchange Release July 24, 2019 at 6.30 p.m. EEST
Notice to Ramirent Plc’s Extraordinary General Meeting
Notice is given to the shareholders of Ramirent Plc to the Extraordinary General Meeting of Shareholders to be held on August 15, 2019 at 3.00 p.m.at Ramirent Plc headquarters, at the address of Tapulikaupungintie 37, FI–00750 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.30 p.m.
Loxam S.A.S. (the “Offeror”) and Ramirent Plc (the “Company”) have on June 10, 2019 signed a Combination Agreement (the “Combination Agreement”) based upon which the Offeror on the same date has announced a public tender offer (the “Tender Offer”) for all outstanding shares in the Company pursuant to the terms and conditions for the Tender Offer. On July 23, 2019 the Offeror has declared the Tender Offer unconditional and it is expected that on July 24, 2019 the Offeror assumes title to more than 90% of all the shares and votes in the Company on a fully diluted basis. The Company shall, pursuant to the Combination Agreement, convene an Extraordinary General Meeting of Shareholders within three (3) business days of a written request by the Offeror to resolve certain matters. This notice is based upon such a written request by the Offeror.
A. Matters on the agenda of the Extraordinary 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. Resolution on the number of members of the Board of Directors
It is proposed to the Extraordinary General Meeting that the number of members of the Board of Directors be three (3).
7. Election of members of the Board of Directors
It is proposed to the Extraordinary General Meeting that Gérard Déprez, Stéphane Hénon and Patrick Bourmaud be elected as members of the Board of Directors for a term that will continue until the end of the next Annual General Meeting in 2020. It is proposed that the term of office of the other current members of the Board of Directors ends upon the election of the above new Board members.
Additional information on the proposed Board members is available on the Company's website www.ramirent.com.
8. Resolution on the remuneration of the members of the Board of Directors
It is proposed to the Extraordinary General Meeting that no remuneration be paid to the members of the Board of Directors for a term of office ending at the closing of the next Annual General Meeting.
It is further proposed to the Extraordinary General Meeting that all members of the Board of Directors be compensated for travel and other expenses directly related to their Board work.
9. Disbandment of the Shareholders’ Nomination Board
The Annual General Meeting of the Company resolved on the establishment of the Shareholders’ Nomination Board on March 14, 2019. The Shareholders’ Nomination Board prepares proposals concerning the election and remuneration of the members of the Board of Directors to the General Meetings. There are currently no members in the Shareholders’ Nomination Board of the Company.
It is proposed to the Extraordinary General Meeting that the Extraordinary General Meeting resolves to disband the Shareholders’ Nomination Board.
10. Closing of the Extraordinary General Meeting
B. Documents of the Extraordinary General Meeting
The proposals for the decisions on the matters on the agenda of the Extraordinary General Meeting as well as this notice are available on Ramirent Plc’s website at www.ramirent.com/agm. The proposals for the decisions are also available at the Extraordinary General Meeting. Copies of these proposals and of this notice will be sent to shareholders upon request. The minutes of the Extraordinary General Meeting will be available on the above-mentioned website as of August 29, 2019 at the latest.
C. Instructions for the participants in the Extraordinary General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on Monday August 5, 2019 in the shareholders’ register of the Company held by Euroclear Finland Oy, has the right to participate in the Extraordinary 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 Extraordinary General Meeting, shall register for the meeting no later than on Monday August 12, 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 3:00 p.m.; or
c. by regular mail to the address Ramirent Plc, P.O. Box 31, FI-00751 Helsinki, Finland. When giving notice by regular mail the notice should be delivered to the Company before the deadline of the 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 Extraordinary 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 Extraordinary General Meeting by virtue of such shares, based on which he/she on the record date of the Extraordinary General Meeting, i.e. on August 5, 2019, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Oy. The right to participate in the Extraordinary 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 Oy at the latest by August 12, 2019, by 10:00 a.m. As regards nominee registered shares this constitutes due registration for the Extraordinary 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 Extraordinary 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 Extraordinary 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 Extraordinary General Meeting must:
(i) be registered in the register of shareholders maintained by Euroclear Sweden AB no later than August 5, 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 Plc's shareholders' register maintained by Euroclear Finland Oy 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 August 5, 2019 and the nominee should therefore be notified well in advance before said date.
(ii) request temporary registration in Ramirent Plc's shareholders' register maintained by Euroclear Finland Oy. Such request shall be submitted in writing to Euroclear Sweden AB by using specific form not later than August 6, 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 Extraordinary General Meeting.
4. Proxy representative and powers of attorney
A shareholder may participate in the Extraordinary General Meeting and exercise his/her rights at the Extraordinary General 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 Extraordinary General Meeting. When a shareholder participates in the Extraordinary 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 Extraordinary General Meeting.
Proxy documents should be delivered in originals to Ramirent Plc, P.O. Box 31, FI-00751 Helsinki, Finland no later than August 12, 2019 by 10:00 a.m.
5. Other instructions and information
For shareholders arriving to the Extraordinary General Meeting with own car, the Company has reserved parking places from the headquarters’ 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 Extraordinary General Meeting, the total number of shares and votes in Ramirent Plc is 114,545,669.
Helsinki, July 24, 2019
RAMIRENT PLC
THE BOARD OF DIRECTORS
Further information:
Franciska Janzon, SVP, Marketing, Communications and IR, tel. +358 20 750 2859.
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 around 2,900 co-workers at 294 customer centers across nine countries in Northern and Eastern Europe. In 2018, Ramirent Group sales reached a total of EUR 712 million. Ramirent is listed on Nasdaq Helsinki Ltd (RAMI).
Distribution: Nasdaq Helsinki Ltd, the main media, www.ramirent.com