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Annual General Meeting 2017

DECISIONS OF PONSSE PLC'S ANNUAL GENERAL MEETING  

Ponsse Plc’s Annual General Meeting was held in Vieremä, Finland today, 11 April 2017. 

Financial statements
The AGM approved the parent company financial statements and the consolidated financial statements, and members of the Board of Directors and the President and CEO were discharged from liability for the 2016 financial period. 

Dividend
The AGM decided to authorise a dividend per share of EUR 0.60 per share for 2016 (dividends totalling EUR 16,780,144.80. No dividend will be paid to shares owned by the company itself (33,092 shares). The dividend payment record date is 13 April 2017, and the dividends will be paid on 24 April 2017. 

Board of Directors
The number of Board members was confirmed as six (6). Mammu Kaario, Matti Kylävainio, Ossi Saksman, Janne Vidgrén, Juha Vidgrén and Jukka Vidgrén were re-elected to the Board of Directors and was elected as a new member. For more information on the Board members, please visit the Ponsse website http://www.ponsse.com/english/investors/corporate_info/board.php. The Board's period of office will last until the next AGM. 

The AGM confirmed the annual remuneration payable to the Chairman of the Board as EUR 46,000, the remuneration payable to the Vice Chairman as EUR 41,000 and the remuneration payable to other members as EUR 35,000. At a Board meeting held after the AGM, Juha Vidgrén was elected Chairman of the Board and Mammu Kaario was elected Vice Chairman. 

Auditor
PricewaterhouseCoopers Oy were appointed as the company's auditors, with Juha Toppinen, Authorised Public Accountant, as the principal auditor. The AGM decided to pay the auditors a fee in accordance with a reasonable invoice presented to the company. 

Authorisation of the Board of Directors to decide on the acquisition of treasury shares
Annual General Meeting authorised 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 Helsinki (“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 2018. The previous authorisations are cancelled.

Authorisation of the Board of Directors to decide on share issues by assigning treasury shares
Annual General Meeting authorised the Board of Directors to decide on 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 2018. The previous authorisations are cancelled. 

Profit bonus to personnel
The Annual General Meeting decided that the personnel employed by the Group will be paid a profit bonus from 2016 of no more than EUR 85 per person per working month over 2016. 

Minutes of the meeting
The minutes of the AGM will be available for inspection by shareholders at the Ponsse Plc Customer Service Centre at Ponssentie 22, Vieremä, Finland, and on the company website http://www.ponsse.com/investors/annual-general-meeting as of 18 April 2017. 

Vieremä, 11 April 2017 

PONSSE PLC
Board of Directors