Ponsse Oyj - Notice to general meeting

Notice of Annual General Meeting

Vieremä, Finland, 2013-03-22 11:50 CET (GLOBE NEWSWIRE) -- 

PONSSE PLC STOCK EXCHANGE RELEASE 22 MARCH 2013

NOTICE OF ANNUAL GENERAL MEETING

Ponsse Plc's shareholders are hereby invited to attend the Annual General
Meeting to be held on Tuesday, 16 April 2013 at 11:00 a.m. in the auditorium of
the Company's customer service centre at Ponssentie 22, FI-74200 Vieremä,
Finland. Reception of those registered for the meeting and the distribution of
ballots will begin at 10:00 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 2012 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 Plc's Board of Directors will propose to the Annual General Meeting that
a dividend of EUR 0.25 per share be paid for 2012. The dividend shall be paid
to all shareholders who are listed in the shareholder register kept by
Euroclear Finland Ltd as a company shareholder on the record date, 19 April
2013. The dividend shall be paid on 26 April 2013. 

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 seven (7) 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, Mammu Kaario, Ilkka
Kylävainio, Ossi Saksman, Jukka Vidgrén and Juha Vidgrén be re-elected as
members of the Board of Directors and that Janne Vidgrén (44) be elected as a
new member. Janne Vidgrén acts as an Area Director at Ponsse Plc. 

16. Electing the auditor for 2013

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 principal auditor. 

17.  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 2014. The previous authorisations are
cancelled. 

18.  Proposal for authorising the Board to decide on share issues by assigning
treasury 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 the
right to organise a special issue in deviation of the shareholders'
subscription rights under the conditions 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 2014. The previous authorisations are
cancelled. 

19. 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 50 per person per
month at work for 2012. 

20. Other issues

21. 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 three weeks before the Annual General Meeting at the company's
head office at Ponssentie 22, Vieremä, and on the company's website at
www.ponsse.com/agm. 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 25 March 2013. The Board of
Directors proposals and financial statement documents will also be 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 shareholder register maintained by
Euroclear Finland Ltd by 4 April 2013. Shareholders whose shares are registered
in their personal book-entry account are registered in the company's
shareholder register. 

Shareholders wishing to attend the Annual General Meeting should notify the
Company of their intention to do so by 4:00 pm EET on Thursday, 11 April 2013,
either in writing to Ponsse Plc, Share Register, Ponssentie 22, FI-74200
Vieremä, Finland, by telephone on +358 20 768 800, by fax on +358 20 768 8690,
or online at www.ponsse.com/agm. Written notifications must arrive before the
aforementioned 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. Shareholders' representatives must present a
dated power of attorney or they must, in another reliable manner, prove their
entitlement 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
shareholder register, the issuance of powers of attorney and registration in
the Annual General Meeting. The administrator's account management organisation
shall notify owners of administrative-registered shares who wish to participate
in the Annual General Meeting that they must register in the company's
temporary shareholder register no later than Thursday, 11 April 2013 at 10:00
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, 22 March 2013

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 specialises in the sales, production, maintenance and technology of
cut-to-length method forest machines and is driven by genuine interest in its
customers and their business operations. 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.

Attachments:

Ponsse Plc_Notice of Annual General Meeting.pdf