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Decisions made at the Ponsse Plc Annual General Meeting

Ponsse Plc’s Annual General Meeting was held in Vieremä today on 27 May 2020.

Financial statements
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 2019 financial period.

Dividends
It was decided that EUR 0.30 per share be paid in dividends for 2019. The dividend shall 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, 29 May 2020. The dividend shall be paid on 5 June 2020.

The company’s remuneration policy
The AGM approved the company’s remuneration policy.

Board of Directors
It was decided that the Board of Directors consists of seven (7) members. Mammu Kaario, Matti Kylävainio, Juha Vanhainen, Janne Vidgrén, Juha Vidgrén and Jukka Vidgrén were re-elected as members of the Board of Directors, and Jarmo Vidgrén was elected as a new member. 

Jarmo Vidgrén (44, Commercial College Graduate in Marketing) has extensive experience in international business and working in the Management Team. He has worked in Ponsse Group as Sales and Marketing Director and the President and CEO’s deputy and chaired the Boards of Directors of Ponsse Group’s subsidiaries since 2008. Jarmo Vidgrén started at Ponsse in 1997 and has been a member of Ponsse Plc’s Management Team since 2001. Previously, Vidgrén worked as Vice President in charge of Northern Europe, Sales Director and District Sales Manager in Finland, as well as Warranty Clerk and District Sales Manager for trade-in machines at Ponsse AB in Sweden. 

A more detailed presentation of the members of the Board of Directors is available on the company’s website.

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.

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.

Auditor
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. 

Authorisation given to the Board of Directors to decide on the acquisition of treasury shares
The Annual General Meeting authorised the Board of Directors to decide on the acquisition of treasury shares so that a maximum of 250,000 shares can be acquired in one or several tranches. 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 for 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 to support the company’s growth strategy and for use in the company’s potential corporate acquisitions or other arrangements. In addition, shares can be distributed to the company’s current shareholders, used for increasing the 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 for the acquisition of treasury shares. 

The authorisation is proposed to be valid until the next Annual General Meeting; however, no later than 30 June 2021. The previous authorisations are cancelled. 

Authorisation given to the Board of Directors to decide on share issues by assigning treasury shares
The 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 issue may only be free of charge if there is a particularly weighty economic reason for this considering the company, taking into account the interests of the company and all of its shareholders.  

The authorisation is proposed to be valid until the next Annual General Meeting; however, no later than 30 June 2021. The previous authorisations are cancelled. 

Authorisation given to the Board of Directors to decide on a share issue
The 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, for payment or without a payment. 

Based on the authorisation, a maximum of 200,000 shares can be issued, which is approximately 0.7% 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 (directed issue) may be granted for the special rights entitling to shares. A directed issue may only be free of charge if there is a particularly weighty economic reason for this considering the company, taking into account the interests of the company and all of its shareholders.  

The authorisation is valid until the next Annual General Meeting; however, no later than 30 June 2021. 

Personnel profit bonus
The Annual General Meeting decided that a profit bonus of at most EUR 100 per person per working month be paid for 2019 to the personnel employed by the Group.  

Minutes of the meeting
The minutes of the meeting will be available to shareholders in Ponsse Plc’s customer service centre (Ponssentie 22, Vieremä) and on the company’s website at www.ponsse.com/agm, starting from 10 June 2020.

 

Vieremä, 27 May 2020 

PONSSE PLC

Board of Directors

FURTHER INFORMATION
Petri Härkönen, CFO, tel. +358 (0)20 768 800 or +350 (0)50 409 8362 

DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media

www.ponsse.com 

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.  This year, the company celebrates its 50th anniversary.