Resolutions of the Annual General Meeting of Ponsse Plc and the Decisions of the Constitutive Meeting of the Board of Directors
Ponsse Plc Stock Exchange Release 12 April 2023 at 2:15 p.m.
Ponsse Plc's Annual General Meeting was held on Wednesday 12 April 2023 in Vieremä. The Board of Directors elected at the Annual General Meeting was organized after the Annual General Meeting.
Financial statements for the financial year 1.1. – 31.12.2022
The Annual General Meeting approved the consolidated financial statements and the company’s financial statements for the financial year 1.1. – 31.12.2022 and discharged the members of the Board of Directors and CEO from liability.
Payment of dividend
The Annual General Meeting decided that a dividend of EUR 0.60 per share will be paid for the financial year of 1.1. – 31.12.2022. The dividend will be paid to all shareholders who are listed in the shareholder register maintained by Euroclear Finland Ltd. as a company shareholder on the record date of 14 April 2023. The payment date of the dividend is 21 April 2023.
Personnel profit commission
The Annual General Meeting decided that a maximum of EUR 100 profit commission (in Finnish “voittopalkkio”) per person per working month be paid for financial year 2022 to the personnel employed by the group.
Remuneration report for the company’s governing bodies
The Annual General Meeting approved the remuneration report for the company’s governing bodies for financial year 2022. The resolution was advisory.
Members of the Board of Directors and remuneration
The Annual General Meeting confirmed that the Board of Directors will consist of seven (7) members. Jarmo Vidgrén, Mammu Kaario, Matti Kylävainio, Ilpo Marjamaa, Juha Vanhainen and Jukka Vidgrén were re-elected as members of the Board of Directors and Terhi Koipijärvi was elected as a new member of the Board of Directors. All information about the members that is relevant in the work of a member of the Board of Directors has been presented on the company’s website.
The Annual General Meeting resolved an annual compensation of EUR 48,000 for the Chairperson of the Board of Directors, EUR 45,000 for the Deputy Chairperson of the Board of Directors, and EUR 38,000 for the ordinary members of the Board of Directors. Travel expenses will be reimbursed in accordance with the company’s travel policy.
In its constitutive meeting convening after the Annual General Meeting, the Board of Directors decided to elect Jarmo Vidgren as Chairperson of the Board of Directors and Mammu Kaario as the Deputy Chairperson of the Board of Directors.
Auditor
The Annual General Meeting resolved to re-elect the authorized Public Accountant KPMG Oy Ab as the company's auditor. KPMG Oy Ab has announced that Ari Eskelinen, Authorized Public Accountant, will continue to act as the principal auditor.
The Annual General Meeting resolved that the remuneration of the auditor will be paid according to a reasonable invoice as approved by the Board of Directors.
Authorization of the Board of Directors to decide on the repurchase of company’s own shares
The Annual General Meeting resolved to authorize the Board of Directors to decide on the repurchase of a maximum of 250,000 company’s own shares using the unrestricted equity of the company representing approximately 0.89 % of the company’s total shares and votes. The shares may be acquired through public trading at the market price of the company’s share at the time of the acquisition or outside public trading for a price which at most corresponds to the market price in public trading at the time of the acquisition. The authorization includes the Board of Director’s right to resolve how the shares are acquired. The company’s own shares may be acquired other than in proportion to the shares held by the shareholders (directed repurchase). The decision to acquire company’s own shares shall not be made so that the shares of the company in the possession of by the company and its subsidiaries would exceed 10% of all shares. The authorization cancels previous authorization given to Board of Directors by the Annual General Meeting on 7 April 2022. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2024.
Authorization the Board of Directors to decide on the share issue, options and other special rights entitling to shares
The Annual General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act. The number of shares to be issued based on the authorization may in total amount to a maximum of 250,000 shares (including shares issued based on options or special rights), corresponding to approximately 0.89 % of all the shares in the company. The Board of Directors decides on the terms and conditions of the issuance of shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive right (directed issue). Based on the authorization, the Board of Directors may also decide on a share issue to the company itself without consideration. The authorization cancels previous authorization given to Board of Directors by the Annual General Meeting on 7 April 2022. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2024.
Amendment of the Articles of Association
The Annual General Meeting resolved to amend the Articles of Association by changing Section 9 and adding a new Section 11 so that it enables the general meetings to be held elsewhere than the company’s registered domicile and general meeting to be held entirely without a meeting venue, so called remote meeting, if the Board of Directors so decides.
Minutes of the Annual General Meeting
Minutes of the Annual General Meeting will be available from 26 April 2023 on the company’s website at https://www.ponsse.com/agm.
Jari Kääriäinen, Attorney, trained at the bench, chaired the Annual General Meeting.
Vieremä, Finland, 12 April 2023
PONSSE PLC
Board of Directors
FOR FURTHER INFORMATION, PLEASE CONTACT:
Petri Härkönen, CFO, tel. +350 50 409 8362
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.ponsse.com
Ponsse Plc specialises in the sale, production, maintenance and technology of cut-to-length method forest machines, and is driven by a genuine interest in its customers and their business operations. Ponsse develops and manufactures sustainable and innovative harvesting solutions based on customer needs.
The company was established by forest machine entrepreneur Einari Vidgrén in 1970 and 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 Nordic List.
