Annual General Meeting 2010
DECISIONS OF PONSSE PLC'S ANNUAL GENERAL MEETINGPonsse Plc's Annual General Meeting was held in Vieremä, Finland 31 March 2010.
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 2009 financial period.
Dividends
The AGM decided to authorise a dividend per share of EUR 0.15 for 2009 (dividends totalling EUR 4,192,815). No dividend will be paid to shares owned by the company itself (47,900 shares).
The dividend payment record date is 7 April 2010, and the dividends will be paid on 14 April 2010.
Board of Directors
The number of Board members was confirmed as six (6). Ilkka Kylävainio, Ossi Saksman, Juha Vidgrén and Einari Vidgrén were re-elected to the Board, and Marja Liisa Kaario and Heikki Hortling were elected as new Board members. For more information on the Board members, please visit the Ponsse website at 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 43,000, and the remuneration payable to other members as EUR 32,000.
At a Board meeting held after the AGM, Einari Vidgrén was elected Chairman of the Board and Juha Vidgrén was elected Vice Chairman.
Auditor
PricewaterhouseCoopers Oy, Authorised Public Accountants, were appointed as the company's auditors, with Sami Posti, Authorised Public Accountant, as the principal auditor.
Acquisition of treasury shares
The AGM authorised the Board of Directors 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 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 for supporting 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 or increasing the ownership value of the Company's shareholders 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 own shares.
The authorisation is valid until the next AGM; however, no later than 30 June 2011.
Authorisation of the Board of Directors to decide on share issues by assigning the Company's own shares or by issuing new shares
The AGM authorised the Board of Directors to decide on the issue of new shares and the assignment of treasury shares held by the company against payment or free of charge 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 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 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 valid until the next AGM; however, no later than 30 June 2011.
Personnel profit bonus
As the operating result in 2009 was negative, the AGM decided not to pay a profit bonus to Ponsse Plc personnel for 2009.
Minutes of the AGM
The minutes of the AGM will be available for inspection by shareholders at the Ponsse Plc Customer Service Centre at Ponssentie 22, Vieremä, Finland, as of 31 March 2010.
Vieremä, 31 March 2010
PONSSE PLC
Juho Nummela
President and CEO
Petri Härkönen
CFO
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