Ponsse Oyj - Notice to general meeting

NOTICE OF ANNUAL GENERAL MEETING

Vieremä, Finland, 2011-03-21 08:00 CET (GLOBE NEWSWIRE) -- 

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.

Attachments:

Ponsse Plc_Notice of Annual General Meeting.pdf