Ramirent Plc Stock Exchange Release March 14, 2019 at 1:30 p.m. EET
Ramirent Plc's Annual General Meeting, which was held today on March 14, 2019, adopted the 2018 annual financial accounts and discharged the members of the Board of Directors and the President and CEO from liability. The Annual General Meeting decided on the payment of dividends, the composition of the Board of Directors and their fees, the election of the auditor and fee, authorization of the Board of Directors to repurchase Company's own shares, amendment of the Articles of Association of the Company and of the establishment of a Shareholders' Nomination Board.
Dividend payout
The Annual General Meeting adopted the Board's proposal to the Annual General Meeting that a dividend of EUR 0.46 per share will be paid based on the adopted balance sheet for the financial year ended on December 31, 2018.
The dividend will 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 was 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.
The composition of the Board of Directors and their remuneration
The Annual General Meeting resolved that the number of members of the Board of Directors is six (6) members and re-elected current members Kevin Appleton, Kaj-Gustaf Bergh, Ulf Lundahl and Tobias Lönnevall. Malin Holmberg and Laura Raitio were elected as new members, all for a term that will continue until the end of the next Annual General Meeting.
The Annual General Meeting adopted the proposal that the remunerations of the members of the Board of Directors will be as follows:
- for the Chairman EUR 4,600 per month (EUR 4,500 last term) and additionally EUR 1,800 (EUR 1,800) for attendance at board and committee meetings and other similar board assignments;
- for the Vice-Chairman EUR 2,950 per month (EUR 2,900) and additionally EUR 1,300 (EUR 1,300) for attendance at board and committee meetings and other similar board assignments;
- for the members of the Board of Directors EUR 2,550 per month (EUR 2,500) and additionally EUR 1,000 (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 will be compensated in accordance with the Company's established practice and travel rules.
Election of the auditor and the fee
The Annual General Meeting adopted the proposal that the number of auditors is one (1). PricewaterhouseCoopers Oy ("PWC") was re-elected as an auditor for the term that will continue until the end of the next Annual General Meeting. The auditor's compensation will be paid against an invoice as approved by the Company.
Repurchase of the Company's own shares
The Annual General Meeting authorized the Board of Directors to decide on the repurchase a maximum of 10,869,732 Company's own shares. The authorization also contains 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. The Board of Directors shall decide on all other terms of the share repurchase. The share repurchase authorization is valid until the next Annual General Meeting and it revokes the repurchase authorization given by the Annual General Meeting on March 15, 2018.
Amendment of the Articles of Association of the Company
The Annual General Meeting adopted the Board's proposal that the Articles of Association of the Company will be amended so that from paragraph 5 § will be deleted the reference that the Board of Directors will elect a Chairman from its midst, and if necessary, a Deputy Chairman, and in paragraph 9 § will 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.
Establishment of a Shareholders' Nomination Board
The Annual General Meeting adopted the Board's proposal 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 Annual General Meeting adopted the proposed Charter of the Shareholders' Nomination Board.
According to the decision, the Nomination Board will 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 will act in the Nomination Board as an expert member without voting right.
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.
Minutes of the Annual General Meeting
The minutes of the Annual General Meeting will be available on the internet at the company website www.ramirent.com/agm by March 28, 2019.
Ramirent Plc
Board of Directors
Further information:
Jonas Söderkvist, interim Chief Financial Officer (CFO), +46 8 624 9502, jonas.soderkvist@ramirent.com
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 in northern and eastern Europe. In 2018, Ramirent Group net 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