NOTICE OF ANNUAL GENERAL MEETING
PONSSE PLC STOCK EXCHANGE RELEASE 21 MARCH, 9:00 a.m.
NOTICE OF ANNUAL GENERAL MEETING
Ponsse Plc’s shareholders are hereby invited to attend the Annual General Meeting to be held on Tuesday, 12 April 2011, at 10:00 a.m. EET in the auditorium of the Company’s customer service centre at Ponssentie 22, FI-74200 Vieremä, Finland. The reception of those registered in the meeting and the distribution of ballots will begin at 9:00 a.m.
MATTERS DISCUSSED AT THE ANNUAL GENERAL MEETING
1. Opening the meeting
2. Electing the Chairman
3. Summoning the secretary
4. Selecting examiners of the minutes and scrutineers
5. Recording the legality and competence of the meeting
6. Recording the participants and confirming the list of votes
7. Approving the agenda
8. Presenting the 2010 financial statements, including the consolidated financial statements and the annual report
THE PRESIDENT’S REVIEW
9. Presenting the auditor’s report
10. Confirming the financial statements and the consolidated financial statements
11. Payment of dividend
Ponsse Oyj’s Board of Directors will propose to the Annual General Meeting that a dividend of EUR 0.35 per share be paid for 2010. The dividend shall be paid to all shareholders who are listed in the share register kept by Euroclear Finland Ltd as a company shareholder on the record date, 15 April 2011. The dividend shall be paid on 26 April 2011.
In addition, Ponsse plc’s Board of Directors will propose to the Annual General Meeting that the Annual General Meeting authorise the Board of Directors to decide on the payment of additional dividend by the end of 2011.
12. Deciding on the discharge from liability for the members of the Board of Directors and the President
13. Deciding on fees for Board members and the auditor
Shareholders who in total represent more than 50 % of the votes of the company have notified that they will propose the following on the fees: chairman of the Board of Directors EUR 43,000, vice chairman EUR 38,000 and each member EUR 32,000 per year.
Shareholders who in total represent more than 50 % of the votes of the company have notified that they will propose that the auditors be paid a fee in accordance with a reasonable invoice presented to the company.
14. Deciding on the number of Board members
Shareholders who in total represent more than 50 % of the votes of the company have notified that they will propose that six (6) persons be confirmed as the number of members of the Board of Directors.
15. Electing the members of the Board of Directors
Shareholders who in total represent more than 50 % of the votes of the company have notified that they will propose that Heikki Hortling, Marja Liisa Kaario, Ilkka Kylävainio, Ossi Saksman and Juha Vidgrén be re-elected as members of the Board of Directors and that Jukka Vidgrén (27), Bachelor of Culture and Arts, be elected as a new member. Jukka Vidgrén acts as an entrepreneur in the media sector.
16. Selecting the auditor for 2011
Shareholders who in total represent more than 50 % of the votes of the company have notified that they will propose that auditing firm PricewaterhouseCoopers Oy be elected as the auditor and that Sami Posti, Authorised Public Accountant, be appointed as the auditor in charge.
17. The Board of Directors’ proposal for authorising the Board of Directors to acquire treasury shares
Shareholders who in total represent more than 50 % of the votes of the company have notified that they will propose that the Annual General Meeting authorise the Board of Directors to decide on the acquisition of treasury shares so that shares can be acquired in one or several instalments to a maximum of 250,000 shares. The maximum amount corresponds to approximately 0.89 % 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 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 treasury shares using the company’s unrestricted shareholders’ equity.
The authorisation is required for supporting the company’s growth strategy in the company's potential mergers and acquisitions or other arrangements. In addition, shares can be distributed to the company’s current shareholders, used for increasing 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 treasury shares.
The authorisation is proposed to be valid until the next Annual General Meeting; however, no later than 30 June 2012. The previous authorisations are cancelled.
18. The Board of Directors' proposal for authorising the Board to decide on share issues by assigning the Company's own shares or by issuing new shares.
Shareholders who in total represent more than 50 % of the votes of the company have notified that they will propose that the Annual General Meeting authorise 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 a maximum of 250,000 shares will be issued on the basis of the authorisation. The maximum amount corresponds to approximately 0.89 % 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 June 2012. The previous authorisations are cancelled.
19. Proposal to amend Article 9 of the Articles of Association
Shareholders who in total represent more than 50 % of the votes of the company have notified that they will propose that Article 9 of the Articles of Association, Notice of General Meeting, be amended to read as follows:
The General Meeting shall be held in the company’s domicile, Iisalmi or Kajaani.
Notice of the General Meeting shall be delivered to shareholders by publishing it as a stock exchange release and on the company’s website and, if the Board of Directors so decides, in one newspaper of large circulation decided upon by the Board of Directors at the earliest three (3) months and at the latest twenty-one (21) days before the General Meeting.
To be eligible to participate in the General Meeting, shareholders must notify the company of their intention to attend no later than on the day mentioned in the notice of General Meeting, which may be no earlier than ten (10) days before the meeting.
20. Payment of profit bonuses to personnel
The company’s Board of Directors proposes to the Annual General Meeting that personnel employed by the Group be paid a profit bonus of EUR 90 per person per month at work for 2010.
21. Other issues
22. Closing the meeting
ANNUAL GENERAL MEETING DOCUMENTS ON DISPLAY FOR PUBLIC INSPECTION AND THE ANNUAL REPORT
The aforementioned Board of Directors’ decision proposals on the Annual General Meeting’s agenda, this notice of the meeting and the documents concerning the financial statements, including their attachments, are on display for the shareholders for three weeks before the Annual General Meeting in the company’s head office at Ponssentie 22, Vieremä, and on the company’s website at www.ponsse.com/yhtiokokous. Ponsse Plc’s annual report, which includes the company’s financial statements, Board of Director’s report and auditor’s report, will be available on the website mentioned no later than on 22 March 2011. The Board of Directors proposals and financial statement documents are also available at the Annual General Meeting, and copies of them and this notice of meeting will be sent to shareholders upon request.
INSTRUCTIONS FOR MEETING PARTICIPANTS
a) Right of participation and registration
To be eligible to attend the Annual General Meeting, shareholders must be registered as shareholders in Ponsse plc’s share register maintained by Euroclear Finland Ltd by Friday 31 March 2011. Shareholders whose shares are registered in their personal book-entry account are registered in the company’s share register.
Shareholders wishing to attend the Annual General Meeting should notify the company of their intention to do so by 4 p.m. EET on Wednesday, 6 April 2011, either in writing to Ponsse Oyj, Share Register, FI-74200 Vieremä, Finland, by telephone on +358 (0)20 768 800, by fax on +358 (0)20 768 8690, or online at www.ponsse.com/yhtiokokous. Written notifications must arrive before the above-mentioned deadline.
Shareholders who are present at the Annual General Meeting will, according to Chapter 5, Section 25, of the Limited Liability Companies Act, have the right to present questions related to the matters discussed at the meeting.
b) The use of a representative and a power of attorney
Shareholders may take part in the Annual General Meeting and exercise their rights through representatives. Representatives must present a dated power of attorney or they must, in another reliable manner, prove to be entitled to represent the shareholder. If a shareholder participates in the Annual General Meeting by a number of representatives who represent the shareholder through shares in different book-entry accounts, the shares on the basis of which each representative represents the shareholder must be indicated.
Any powers of attorney are requested to be submitted as original copies to the aforementioned address before the registration deadline.
c) Holders of administrative-registered shares
Holders of administrative-registered shares are advised to acquire instructions well in advance from their administrator regarding registration in the share register, the issuance of powers of attorney and the registration in the Annual General Meeting. The administrator’s account management organisation notifies the owner of the administrative-registered share who wishes to participate in the Annual General Meeting to be registered in the company’s temporary shareholder register no later than on Thursday, 7 April 2011, by 10 a.m. EET.
d) Other information
On the day of the notice of the meeting, the company has a total of 28,000,000 shares that confer 28,0000,000 votes.
Vieremä, 14 February 2011
PONSSE PLC
Board of Directors
Further information: Petri Härkönen, CFO, tel. +358 20 768 8608 or +350 50 409 8362
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Principal media
www.ponsse.com
Ponsse Plc is a company specialising in the sales, manufacture, servicing and technology of cut-to-length method forest machines and is driven by genuine interest in its customers and their business. Ponsse develops and manufactures sustainable and innovative harvesting solutions based on customers’ needs.
The company was established by forest machine entrepreneur Einari Vidgrén in 1970, and it has been a leader in timber harvesting solutions based on the cut-to-length method ever since. Ponsse is headquartered in Vieremä, Finland. The company’s shares are quoted on the NASDAQ OMX Nordic List.