NOTICE OF ANNUAL GENERAL MEETING
PONSSE PLC, STOCK EXCHANGE RELEASE, 8 MARCH 2010, 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 Wednesday 31 March 2010 at 10 a.m. 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 TO BE DISCUSSED AT THE ANNUAL GENERAL MEETING 1. Opening of the meeting 2. Election of the Chairman 3. Summoning of the secretary 4. Selection of examiners of the minutes and scrutineers 5. Record of the legality and competence of the meeting 6. Record of the participants and confirming the list of votes 7. Approval of the agenda 8. Presentation of the 2009 financial statements, including the consolidated financial statements and the annual report Review of the President and CEO 9. Presentation of the auditor's report 10. Confirmation of the financial statements and the consolidated financial statements 11. Payment of dividend Ponsse Plc's Board of Directors will propose to the AGM that a dividend of EUR 0.15 per share be paid for 2009. 12. Decision on the discharge from liability of the members of the Board of Directors and the President and CEO 13. Decision on fees for Board members and the auditor 14. Decision on the number of Board members 15. Election of the members of the Board 16. Selection of the auditor for 2010 17. The Board's proposal for authorising the Board to acquire the Company's own shares The Board of Directors proposes to the Annual General Meeting that the AGM authorises the Board 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 is required to support the company's growth strategy in the company's potential business arrangements or other arrangements. In addition, the shares can be issued to the company's current shareholders or used to increase 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 the company's own shares. It is proposed that the authorisation be valid until the next AGM; however, no later than 30 June 2011. Any 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. The Board of Directors proposes that the AGM authorises the Board 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 250,000 shares will be issued on the basis of the authorisation. The maximum amount corresponds to approximately 0.89 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 the 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. It is proposed that the authorisation be valid until the next AGM; however, no later than 30 June 2011. Any previous authorisations are cancelled. 19. Paying of profit bonuses to the personnel 20. Other business 21. Closing of the 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, will be on display for the shareholders for a week 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/agm. The Ponsse Plc Annual Report, including the company's financial statements, the Annual Report and the auditor's report, will be available on the above-mentioned website by 10 March 2010. The Board's proposals and financial statement documents will also be available at the AGM, and copies of these documents and this invitation will be sent to shareholders on 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 the share register of Ponsse Plc maintained by Euroclear Finland Ltd. by Friday 19 March 2010. 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 pm EEC on Thursday, 25 March 2010, either in writing to Ponsse Plc, Share Register, Ponssentie 22, FI-74200 Vieremä, Finland; by telephone, tel. +358 20 768 800; by fax, +358 20 768 8690; or online at www.ponsse.com/agm. Written notification must arrive before the above-mentioned deadline. Shareholders who are present at the Annual General Meeting will, according to Clause 25 of Section 5 of the Companies Act, have the right to present questions related to the matters discussed in the meeting. b) The use of a representative and 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 AGM represented by several agents, who represent the shareholder by virtue of shares listed in different stock accounts, the shares by virtue of which each agent represents the shareholder must be specified. 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 in good time from their administrator regarding registration in the share register, the issuance of powers of attorney and registration for the AGM. In the case of an asset manager's account operator, the owner of the administrative-registered share must be announced to be entered into the company's temporary shareholder register by Friday 26 March 2010 at 10.00 a.m if they wish to participate in the AGM. d) Other information On the date of the notice of the Annual General Meeting, the Company has a total of 28,000,000 shares, producing 28,000,000 votes. PAYMENT OF DIVIDEND Ponsse Plc's Board of Directors will propose to the AGM that a dividend of EUR 0.15 per share be paid for 2009. The dividend shall be paid to all shareholders who are listed in the share register maintained by Euroclear Finland Oy as a company shareholder on the record date, 7 April 2010. The dividend shall be paid on 14 April 2010. AUDITOR Shareholders who represent more than 50 per cent of all the company's shares and votes propose that a firm of authorised public accountants participating in the still ongoing competitive bidding be named as the auditor. According to the proposal, the authorised public accountant whose offer is economically the most advantageous should be selected. According to the proposal, the principal auditor shall be an authorised public accountant employed by said firm of authorised public accountants to be named by the AGM. Vieremä, 15 February 2010 PONSSE PLC Board of Directors Further information: CFO Petri Härkönen, tel. +358 20 768 8608 or mobile +358 50 409 8362 DISTRIBUTION: NASDAQ OMX Helsinki Ltd Principal media www.ponsse.com Ponsse Plc specialises in the sales, production, maintenance and technology of cut-to-length forest machines. Its operations are guided by a genuine interest in its customers and their business operations. The company develops and manufactures innovative harvesting solutions that follow the principles of sustainable development and are based on customer needs. The company was established by forest machine entrepreneur Einari Vidgrén in 1970, and it has been a pioneer of 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. The Group operates in approximately 40 countries.