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DECISIONS OF PONSSE PLC'S ANNUAL GENERAL MEETING 

Ponsse Plc’s Annual General Meeting was held in Vieremä, Finland today, 12 April 2016.

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 2015 financial period.

Dividend The AGM decided to authorise a dividend per share of EUR 0.55 per share for 2015 (dividends totalling EUR 15,381,799.40. No dividend will be paid to shares owned by the company itself (33, 092 shares). The dividend payment record date is 14 April 2016, and the dividends will be paid on 21 April 2016. 

Board of Directors The number of Board members was confirmed as six (6). Mammu Kaario, Ossi Saksman, Janne Vidgrén, Juha Vidgrén and Jukka Vidgrén were re-elected to the Board of Directors and Matti Kylävainio 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.

Matti Kylävainio (42), M.Sc. (Econ.), works as the director of sawmill operations of Keitele Group. Kylävainio has worked in Keitele Group, a Kylävainio family company, since 1999, being engaged in various sales and management positions as an export manager, sales director and, most recently, as the director of sawmill operations since 2014. Kylävainio has been a member of the Board of Directors of Keitele Group since 1992. Matti Kylävainio has graduated from the Turku School of Economics, majoring in international business.

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 Sami Posti, 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 2017. 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 2017. 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 2015 of no more than EUR 80 per person per working month over 2015. 

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 20 April 2016. 

Vieremä, 12 April 2016

PONSSE PLC Board of Directors