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20.2.2006

NOTICE OF ANNUAL GENERAL MEETING

PONSSE OYJ STOCK EXCHANGE RELEASE 20 FEBRUARY 2006, 15:00 p.m.

NOTICE OF ANNUAL GENERAL MEETING

Ponsse Oyj’s shareholders are hereby invited to attend the Annual General
Meeting to be held on Wednesday 15 March 2006 at 10 am at the company's premises
at Ponssentie 22, 74200 Vieremä.

ITEMS OF BUSINESS TO BE TRANSACTED

1. Routine business included in the Annual General Meeting under Article 13 of
the Articles of Association

2. The Board of Directors’ proposal for partial amendment of the Articles of
Association

The Board of Directors proposes to the Annual General Meeting that Article 4 of
the Articles of Association be changed to read as follows:

          4 § Nominal value of shares
          The nominal value of each share is EUR 0.25.

3. The Board of Directors’ proposal to increase the number of the company's
shares (share split)

The Board of Directors proposes that, in order to improve the company's
liquidity, the number of shares be doubled in proportion to the shareholders'
holdings from 14,000,000 shares to 28,000,000 shares without increasing the
share capital. As a result of increasing the number of shares, each share with a
book counter value of EUR 0.50 will become two shares each with the value of EUR
0.25.

The increase in the number of shares will be implemented in the book-entry
system, and it does not require any measures from shareholders.

4. The Board of Directors’ proposal to pay profit bonus to the staff

The Board of Directors proposes to the Annual General Meeting that a profit
bonus of EUR 85 be paid to the staff of Ponsse Oyj for each complete working
month during 2005.

DOCUMENTS ON DISPLAY FOR PUBLIC INSPECTION AND ANNUAL REPORT

Financial statement documents and the above-mentioned proposals of the Board of
Directors will be available for inspection by shareholders at the company's
premises at Ponssentie 22, 74200 Vieremä for one week prior to the meeting. The
proposals of the Board of Directors are also available in their entirety on the
Internet at http://www.ponsse.com/agm2006. The company's Annual Report for 2005
will be available on the Internet from 6 March 2006 at
http://www.ponsse.com/english/investors/. The Annual Report will be mailed to
shareholders during week 10.

ELIGIBILITY TO ATTEND

All shareholders who on 3 March 2006 are listed in the shareholder register kept
by Finnish Central Securities Depository Ltd. as company shareholders are
entitled to attend the Annual General Meeting.

Shareholders wishing to attend the Annual General Meeting should notify the
company of their intention to do so by 4 pm Finnish time on Friday 10 March 2006
either by writing to Ponsse Oyj, Share Register, 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/agm2006. Written notification must arrive before the above-
mentioned deadline. Any proxy forms should be enclosed with the notification to
attend the meeting.

PAYMENT OF DIVIDEND

The Board of Directors has decided to propose to the Annual General Meeting that
a dividend of EUR 0.80 per share (prior to the split) be paid. The dividend will
be paid to shareholders registered in the register of shareholders kept by the
Finnish Central Securities Depository as at the record date, 20 March 2006. The
Board of Directors is to propose to the Annual General Meeting that the dividend
be paid on 27 March 2006.

COMPOSITION OF THE BOARD OF DIRECTORS AND THE COMPANY’S AUDITOR

Ponsse Oyj’s shareholders representing more than fifty per cent of the shares
and votes are to propose to the Annual General Meeting that the number of Board
members be confirmed as six (6). Furthermore, they are to propose that the
present Board continues, that is, that Nils Hagman, Ilkka Kylävainio, Mirja
Ryynänen, Seppo Remes, Einari Vidgrén and Juha Vidgrén be re-appointed as Board
members. All of these persons have consented to offer themselves for re-
election.

The said shareholders are to propose that Authorised Public Accountants Ernst &
Young Oy be re-appointed as the company’s auditor, with Eero Huusko, APA, as the
principal auditor, both of whom have consented to offer themselves for re-
appointment.

Vieremä, 13 February 2006


PONSSE OYJ
BOARD OF DIRECTORS


Further information: Mikko Paananen, CFO, tel. +358 (0)20 768 8648

DISTRIBUTION
Helsinki Stock Exchange
Principal media
www.ponsse.com