Язык веб-сайта был распознан автоматически – The language of the website has been recognised automatically
  • lowheader_4

Annual General Meeting 2018

DECISIONS OF PONSSE PLC'S ANNUAL GENERAL MEETING 

Ponsse Plc’s Annual General Meeting was held in Vieremä, Finland, 9 April 2018. 

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 2017 financial period. 

Dividend
The AGM decided to authorise a dividend per share of EUR 0.75 per share for 2017 (dividends totalling EUR 20,975,181.00). No dividend will be paid to shares owned by the company itself (33,029 shares). The dividend payment record date is 11 April 2018, and the dividends will be paid on 18 April 2018. 

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

Juha Vanhainen, 57, has been president and CEO of Apetit Oyj since 2015. Before joining Apetit, he was a country director at Stora Enso Oyj and a member of the company’s executive board responsible for several international positions in the 2007–2015 period. Prior to that, Juha Vanhainen held various managerial and expert positions at Stora Enso since 1990. Amongst his other positions, Vanhainen was on the board of Finnish Forest Industries in the 2008–2013 period, both as chair and deputy chair. Juha Vanhainen graduated from the University of Oulu with a Master’s degree in engineering, majoring in process technology.

Ossi Saksman, a long-time member of Ponsse Plc’s Board of Directors, is leaving the board. 

The AGM confirmed the annual remuneration payable to the Chairman of the Board as EUR 48,000, the remuneration payable to the Vice Chairman as EUR 45,000 and the remuneration payable to other members as EUR 38,000. 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 2019. The previous authorisations are cancelled. 

Authorisation of the Board of Directors to decide on share issues by assigning the treasury shares
Annual General Meeting authorised the Board of Directors to decide on the assignment of treasury shares held by the company in one or more tranches 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. A directed share issue may be free of charge only if there is a particularly weighty financial reason for it, one that is beneficial for all the company’s shareholders. 

The authorisation is proposed to be valid until the next Annual General Meeting; however, no later than 30 June 2019. The previous authorisations are cancelled. 

Authorisation of the Board of Directors to decide on share issues
Annual General Meeting authorised the Board of Directors to decide on a directed share issue and to issue special rights entitling to shares as referred to in Section 10(1) of the Finnish Limited Liability Companies Act, in one or more tranches, either for a fee or free of charge. 

Based on the authorisation, a maximum of 200,000 shares can be issued, which is approximately 0.7 percent of the current total number of shares in the company. Shares can be issued as part of the company’s share-based incentive plans. The Board of Directors will decide on all the terms and conditions for the granting of special rights entitling to shares in the share issue. Based on the authorisation, a derogation from the pre-emptive subscription right of shareholders (targeted share issue) may be granted for the special rights entitling to shares. A directed share issue may be free of charge only if there is a particularly weighty financial reason for it, one that is beneficial for all the company’s shareholders.

The authorisation is valid until the next Annual General Meeting, however no later than 30 June 2019. 

Profit bonus to personnel
The Annual General Meeting decided that the personnel employed by the Group will be paid a profit bonus from 2017 of no more than EUR 90 per person per working month over 2017. 

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 16 April 2018.