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Decisions made at Ponsse Plc’s Annual General Meeting and Organisation Meeting of the Board of Directors
Ponsse Plc’s Annual General Meeting was held in Vieremä today on 7 April 2022. The Board of Directors elected at the Annual General Meeting was organized after the Annual General Meeting.
Financial statements 2022
At the AGM, the financial statements of the parent company and the Group were approved, and members of the Board of Directors and the President and CEO were discharged from liability for the 2021 financial period.
It was decided that EUR 0.60 per share be paid in dividends for the financial period of 1 January – 31 December 2021. The dividend will be paid to all shareholders who are listed in the shareholder register maintained by Euroclear Finland Ltd as a company shareholder on the record date of 11 April 2022. The dividend will be paid on 20 April 2022. The AGM also decided to authorise the Board to decide on paying a dividend of at most EUR 0.25 per share at a later date. The shareholders did not demand minority dividends to be distributed.
Remuneration report for the company’s governing bodies
The AGM approved the 2021 remuneration report for the company’s governing bodies.
Personnel profit bonus
The AGM decided that a profit bonus of at most EUR 100 per person per working month be paid for the 2021 financial period to the personnel employed by the Group.
Remuneration report for the company’s governing bodies
The AGM approved the 2021 remuneration report for Ponsse’s governing bodies.
Board of Directors
The AGM decided that the remuneration paid to members of the Board will remain unchanged. The AGM decided that the annual fee of the Chairman of the Board is EUR 48,000, that of the Vice Chairman of the Board is EUR 45,000 and that of the other members of the Board is EUR 38,000. Travel expenses arising from Board meetings will be reimbursed in accordance with the company’s travel policy.
It was decided that the Board of Directors consists of eight (8) members. The AGM decided to re-elect Mammu Kaario, Matti Kylävainio, Juha Vanhainen, Janne Vidgrén, Juha Vidgrén, Jukka Vidgrén and Jarmo Vidgrén as members of the Board and select Ilpo Marjamaa as a new member. Information on the members selected for the Board of Directors significant for the Board’s activities is available on the company’s website at https://www.ponsse.com/en/company/investors/corporate-info/board-of-directors#/
At its organisation meeting held after the Annual General Meeting, the Board of Directors elected Jarmo Vidgrén as the Chairman and Mammu Kaario as the Vice Chairman.
Auditing firm KPMG Oy Ab was elected as the company’s auditor and Ari Eskelinen, authorised public accountant, was elected as the principal auditor. It was decided that the auditors will be paid a fee in accordance with a reasonable invoice addressed to the company.
Authorising the Board of Directors to decide on the repurchase of treasury shares
The AGM authorised the Board of Directors to decide on the repurchase of treasury shares as follows:
A maximum of 250,000 shares may be repurchased in one or more tranches. The maximum amount corresponds to approximately 0.89% of the company’s total shares and votes.
The shares will be acquired through public trading, for which reason the shares will be acquired otherwise than in proportion to the share ownership of the shareholders, and the consideration to be paid for the shares will be the market price of the company’s share in public trading at Nasdaq Helsinki Ltd at the time of the acquisition. Shares may also be acquired outside public trading at a price which at most corresponds to the market price in public trading at the time of the acquisition. The Board of Directors will be authorised to resolve upon how the shares are acquired. The Board may, pursuant to the authorisation, only decide upon the acquisition of treasury shares using the company’s unrestricted shareholders’ equity.
The Board of Directors will resolve upon how the shares are acquired. The company’s treasury shares may be repurchased otherwise than in proportion to the shares held by the shareholders (directed repurchase), if there is a weighty financial reason for the company to do so as provided for in chapter 15, section 6 of the Finnish Limited Liability Companies Act. The company’s treasury shares may be acquired to develop the company’s capital structure, to be used to finance or execute possible acquisitions or investments supporting the company’s growth strategy or other arrangements related to the company’s business, to be used in the company’s incentive schemes or otherwise to be transferred, held, or cancelled.
The decision to repurchase or redeem the company’s treasury shares cannot be made so that the shares of the company in the possession of the company and its subsidiaries would exceed 10% of all shares.
The authorisation is valid until the end of the next Annual General Meeting; however, no later than 30 June 2023. The authorisation cancels the authorisation given to the Board of Directors at the AGM of 7 April 2021.
Authorising the Board of Directors to decide on a share issue, options and other special rights entitling to shares
The Annual General Meeting authorised the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares in one of more tranches as laid down in chapter 10, section 1 of the Limited Liability Companies Act as follows:
The number of shares to be issued based on the authorisation may in total amount to a maximum of 250,000 shares (including shares issued based on options or special rights), corresponding to approximately 0.89% of all shares in the company.
The Board of Directors will decide on the terms and conditions of the issuance of shares, options and other special rights entitling to shares. The authorisation concerns both the issuance of new shares as well as the transfer of treasury shares either against payment or without consideration. The issuance and transfer of shares, options and other special rights entitling to shares may be carried out in deviation from the shareholders’ pre-emptive right (directed issue) for a weighty financial reason for the company, such as using the shares to develop the company’s capital structure, to execute possible acquisitions or investments supporting the company’s growth strategy or in other arrangements related to the company’s business, or to be used in the company’s incentive schemes. The Board of Directors may also decide on a free share issue to the company itself.
The authorisation is valid until the end of the next Annual General Meeting; however, no later than 30 June 2023. The authorisation cancels the authorisation given to the Board of Directors to decide on the transfer of treasury shares and the issuance of new shares at the AGM of 7 April 2021.
Documents of the Annual General Meeting
The minutes of the meeting are available to shareholders at the company’s head office at Ponssentie 22, Vieremä, as well as on the company’s website at https://www.ponsse.com/en/company/investors/annual-general-meeting#/ on April 21, 2022 at the latest.
Vieremä, Finland, 7 April 2022
Board of Directors
Petri Härkönen, CFO, tel. +358 (0)20 768 800 or +350 (0)50 409 8362
Nasdaq Helsinki Ltd
Ponsse Plc specialises in the sale, production, maintenance and technology of cut-to-length method forest machines, and is driven by a genuine interest in its customers and their business operations. Ponsse develops and manufactures sustainable and innovative harvesting solutions based on customer needs.
The company was established by forest machine entrepreneur Einari Vidgrén in 1970 and 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 Nordic List.