DECISIONS OF PONSSE PLC´S ANNUAL GENERAL MEETING
PONSSE PLC STOCK EXCHANGE RELEASE 28 APRIL 2009, 3:30 P.M.
DECISIONS OF PONSSE PLC´S ANNUAL GENERAL MEETING
Ponsse Plc's Annual General Meeting was held in Vieremä today, 28 April 2009.
Financial statements
The AGM adopted the parent company's financial statements and the consolidated
financial statements and discharged the Board members and the President and CEO
from liability for the financial year of 2008.
Dividends
The Annual General Meeting authorised the Board to decide, at its discretion,
on the distribution of dividends for 2008 so that the maximum amount of
dividends to be distributed is EUR 0.10 per share (the maximum total dividends
are EUR 2,800,000) and that the authorisation is valid until 31 December 2009.
The Board of Directors will decide on the record date for the distribution of
dividends and the dividend payment date, which may be the fifth banking day
following the record date at the earliest. It was resolved that the profit for
2008 will be recognised as retained earnings.
Board of Directors
The number of Board members was confirmed as six (6). Maarit Aarni-Sirviö,
Ilkka Kylävainio, Seppo Remes, Ossi Saksman, Juha Vidgrén and Einari Vidgrén
were elected Board members until the end of the next Annual General Meeting.
The Annual General Meeting confirmed the annual remuneration payable to the
Chairman of the Board as EUR 43,000, and the remuneration payable to other
members as EUR 32,000.
At a Board meeting held after the Annual General Meeting, Einari Vidgrén was
elected Chairman of the Board and Juha Vidgrén was elected Vice Chairman.
Auditor
Ernst & Young Oy, Authorised Public Accountants, were appointed as the
Company's auditors with Eero Huusko, Authorised Public Accountant, as the
principal auditor.
Amendment to the Articles of Association
The Annual General Meeting approved the amendment of Article 2 (“Field of
business”) and Article 9 (“Annual General Meeting”) and the deletion of Article
11 (“Redemption obligation”) of the Company's Articles of Association, as
proposed by the Board of Directors.
Acquisition of treasury shares
The Annual General Meeting authorised the Board of Directors to decide on the
acquisition of the Company's own shares so that a maximum of 250,000 shares can
be acquired in one or more batches. The maximum amount corresponds to
approximately 0.89 per cent of the Company's total shares and votes.
The shares will be acquired in public trading organised by NASDAQ OMX Helsinki
Ltd (“the Stock Exchange”). Furthermore, they will be acquired and paid for
according to the rules of the Stock Exchange and Euroclear Finland Ltd.
The Board may, pursuant to the authorisation, only decide upon the acquisition
of the Company's own shares using the Company's unrestricted shareholders'
equity.
The authorisation will be required for supporting the Company's growth strategy
by exercising it in any business arrangements performed by the Company or in
other arrangements. In addition, shares can be distributed to the Company's
current shareholders, used for increasing the Company's shareholders' ownership
value by invalidating shares after their acquisition, or used in personnel
incentive systems. The authorisation includes the right of the Board to decide
upon all other terms and conditions in the acquisition of own shares.
The authorisation is proposed to be valid until the next Annual General
Meeting; however, no later than 30 June 2010.
Authorisation of the Board of Directors to decide on share issues by assigning
the Company's own shares or by issuing new shares.
The Annual General Meeting authorised the Board of Directors to decide on the
issue of new shares and the assignment of treasury shares held by the Company
for payment or without payment so that 300,000 shares will be issued on the
basis of the authorisation. The maximum amount corresponds to approximately 1.1
per cent of the Company's total shares and votes.
The authorisation includes the right of the Board to decide upon all other
terms and conditions of the share issue. Thus, the authorisation includes a
right to organise a directed issue in deviation of the shareholders'
subscription rights under the provisions prescribed by law.
The authorisation is proposed for use in supporting the Company's growth
strategy in the Company's potential corporate acquisitions or other
arrangements. In addition, the shares can be issued to the Company's current
shareholders, sold through public trading or used in personnel incentive
systems.
The authorisation is proposed to be valid until the next Annual General
Meeting; however, no later than 30 March 2010.
Minutes of the meeting
The minutes of the meeting will be available for inspection by shareholders at
Ponsse Plc's customer service centre at Ponssentie 22, Vieremä, Finland, from 6
May 2009.
Vieremä, 28 April 2009
PONSSE PLC
Juho Nummela
President and CEO
Mikko Paananen
CFO
FURTHER INFORMATION
Juho Nummela, President and CEO, tel. +358 (0)20 768 8914 or +358 400 495 690
Mikko Paananen, CFO, tel. +358 (0)20 768 8648 or +358 400 817 036
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Principal media
www.ponsse.com