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6.4.2009

NOTICE OF ANNUAL GENERAL MEETING

PONSSE PLC, STOCK EXCHANGE RELEASE, 6 APRIL 2009, 10:00 a.m.

NOTICE OF ANNUAL GENERAL MEETING

Ponsse Plc's shareholders are hereby invited to attend the Annual General
Meeting to be held on Tuesday, 28 April 2009, at 10:00 am in the auditorium of
the Company's customer service centre at Ponssentie 22, 74200 Vieremä, Finland.
The reception of those registered in the meeting and the distribution of
ballots will begin at 9:00 am. 

MATTERS DISCUSSED IN THE ANNUAL GENERAL MEETING

1. Opening the meeting

2. Electing the Chairman

3. Summoning the secretary

4. Selecting examiners of the minutes and scrutineers

5. Recording the legality and competence of the meeting

6. Recording the participants and confirming the list of votes

7. Approving the agenda

8. Presenting the 2008 financial statements, including the consolidated
financial statements and the annual report

The President's review

9. Presenting the auditor's report

10. Confirming the financial statements and the consolidated financial
statements 

11. Actions enabled by the profit in the confirmed balance sheet

The Board of Directors proposes to the Annual General Meeting that the AGM
authorises the Board to decide, according to its consideration, on the
distribution of dividends for 2008 so that the maximum amount of the dividend
to be distributed is EUR 0.10 per share (the maximum total dividend is EUR
2,800,000) and that the authorisation is valid until the end of 2009. On the
basis of the authorisation, the dividend distributed according to the Board of
Directors' decision will be paid to the shareholders who, on the balancing date
regarding the distribution of dividends determined in the Board's decision, are
registered in the Company's share register maintained by Euroclear Finland Ltd
(formerly Finnish Central Securities Depository). The Board of Directors will
decide on the balancing date for the distribution of dividends and the dividend
payment date which may be the fifth banking day following the balancing date at
the earliest. The profit for the period of 2008 will be recognised as retained
earnings. 

12. Deciding on the discharge from liability for the members of the Board of
Directors and the President 

13. Deciding on fees for Board members and the auditor

14. Deciding on the number of Board members

15. Electing the members of the Board of Directors

16. Selecting the auditor for 2009

Shareholders who represent more than 50 per cent of all of the Company's shares
and votes have notified the Company of proposing Ernst & Young Oy, with Eero
Huusko, Authorised Public Accountant, as the head auditor, to be selected to
continue as the Company's auditor in 2009. 

17. Amendment to the Articles of Association

The Board of Directors proposes to the Annual General Meeting that Article 2 of
the Articles of Association (field of business) be amended. According to the
proposal, said article is to include a statement according to which the Company
may engage in insurance representation operations. Furthermore, the Board of
Directors proposes that Article 9 of the Articles of Association (Annual
General Meeting) be amended. According to the proposal, the notice of the
Annual General Meeting will be submitted to each shareholder by publishing it
in at least two (2) newspapers specified by the Board of Directors no earlier
than three (3) months and no later than twenty-one (21) days before the
meeting. Furthermore, the Board of Directors proposes that Article 11 of the
Articles of Association (redemption obligation) be amended. 

In addition, the Board of Directors proposes that the Annual General Meeting
authorises the Board of Directors to make any technical changes to the Articles
of Association that may be required for registering the Articles of Association
in the Trade Register. 

18. The Board of Directors' proposal for authorising the Board of Directors to
acquire the Company's own shares 

The Board of Directors proposes to the Annual General Meeting that the AGM
authorises the Board 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 will be required for supporting the Company's growth strategy
by exercising it in any business arrangements performed by the Company or in
other arrangements. In addition, shares can be distributed to the Company's
current shareholders, used for increasing the Company's 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 own shares. 

The authorisation is proposed to be valid until the next Annual General
Meeting; however, no later than 30 June 2010. 

19. The Board of Directors' proposal for authorising the Board to decide on
share issues by assigning the Company's own shares or by issuing new shares. 

The Board of Directors proposes that the Annual General Meeting authorises the
Board to decide on the issue of new shares and the assignment of treasury
shares held by the Company for payment or without payment so that 300,000
shares will be issued on the basis of the authorisation. The maximum amount
corresponds to approximately 1.1 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 proposed to be valid until the next Annual General
Meeting; however, no later than 30 March 2010. 

20. Other issues

21. Closing the meeting


B. ANNUAL GENERAL MEETING DOCUMENTS

The aforementioned Board of Directors' decision proposals on the Annual General
Meeting's agenda, this notice of the meeting and the documents concerning the
financial statements, including their attachments, are on display for the
shareholders for a week before the Annual General Meeting in the Company's head
office in Ponssentie 22, Vieremä, and on the Company's website at
www.ponsse.com/yhtiokokous. The Board of Directors' proposals and financial
statement documents are also available in the Annual General Meeting, and
copies of them and this notice of meeting will be sent to shareholders upon
request. 
  

C. INSTRUCTIONS FOR MEETING PARTICIPANTS

1. Right of participation and registration

To be eligible to attend the Annual General Meeting, shareholders must be
registered as shareholders by Friday 17 April 2009 in the share register
maintained by Euroclear Finland Ltd. Shareholders whose shares are registered
in their personal book-entry account are registered in the Company's share
register. 

Shareholders wishing to attend the Annual General Meeting should notify the
Company of their intention to do so by 4:00 pm on Wednesday 22 April 2009,
either in writing to Ponsse plc, Share Register, Ponssentie 22, FI-74200
Vieremä, Finland, by telephone on +358 (0)20 768 800, by fax on +358 (0)20 768
8690, or online at www.ponsse.com/yhtiokokous. Written notifications must
arrive before the above-mentioned deadline. 

Shareholders who are present at the Annual General Meeting will, according to
Clause 25 of Section 5 of the Companies Act, have the right to present
questions related to the matters discussed in the meeting. 

2. The use of a representative and a power of attorney

Shareholders may take part in the Annual General Meeting and exercise their
rights through representatives. Representatives must present a dated power of
attorney or they must, in other reliable manner, prove to be entitled to
represent the shareholder. 

Any powers of attorney are requested to be submitted as original copies to the
aforementioned address before the registration deadline. 

3. Holders of administrative-registered shares

Shareholders whose shares are in the administrative register and who wish to
take part in the Annual General Meeting must be registered in the Company's
share register by Friday 17 April 2009. Holders of administrative-registered
shares are advised to acquire instructions from their administrator regarding
the registration in the share register, the issuance of powers of attorney and
the registration in the Annual General Meeting. 

4. Other information

On the date of the notice of the Annual General Meeting, the Company has a
total of 28,000,000 shares, producing 28,000,000 votes. 

Vieremä, 16 March 2009

PONSSE PLC

Board of Directors

For further information, please contact: 
Mikko Paananen, CFO, Ponsse Plc. Phone: +358 400 817 036

DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Principal media
www.ponsse.com