Ponsse Oyj - Notice to general meeting

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.