PONSSE OYJ STOCK EXCHANGE RELEASE 16 MARCH 2007, 10:00 A.M.
NOTICE OF ANNUAL GENERAL MEETING
Ponsse Oyj's shareholders are hereby invited to attend the Annual General
Meeting to be held on Thursday 12 April 2007 at 10 am in the auditorium of the
company's customer service centre at Ponssentie 22, 74200 Vieremä.
ITEMS OF BUSINESS TO BE PRESENTED
1. Matters to be reviewed under Article 13 of the Articles of Association
2. The Board of Directors' proposal for an amendment to the Articles of
Association
The Board of Directors proposes to the Annual General Meeting that the Articles
of Association be amended. The proposal is mostly due to the new Companies Act
which came into force as of 1 September 2006.
The major amendments proposed are as follows:
1. Article 1 shall be supplemented so that the company name in English is
Ponsse Plc.
2. Article 2 shall be supplemented so that the objects of the company also
include the provision of training and consultancy services, as well as the
provision of administrative services for Group companies.
3. Article 3 (Share capital) and Article 4 (Nominal value of shares) shall be
repealed as unnecessary.
4. Article 5 shall be amended to specify that the company's shares belong to
the book-entry system of securities referred to in the Act on the Book-entry
System. Article 6 shall be repealed as necessary.
5. Article 9 shall be amended to replace signing for the company with the term
“right to represent the company” as used in the new Companies Act.
6. Article 12 shall be amended so that the notice to convene a general meeting
shall be published in a newspaper specified by the Board of Directors and in a
stock exchange release no earlier than three (3) months and no later than
seventeen (17) days before the meeting. Furthermore, the Article shall be
amended so that in order to attend a meeting, shareholders must inform the
company of their intention to do so by the deadline given in the notice. This
deadline may be no earlier than ten (10) days prior to the meeting.
7. Article 13 shall be amended so that the Annual General Meeting must be held
within six (6) months of the end of each financial period. Point 1. under the
Article shall be amended to specify that the following shall be presented: the
financial statements, including the consolidated financial statements, and the
report by the Board of Directors. Points 3. and 4. shall be amended to specify
that the meeting will decide on the adoption of the financial statements and
consolidated financial statements, as well as the actions warranted by the
profit or loss shown in the adopted balance sheet.
8. The numbering of the Articles in the Articles of Association shall be
changed to reflect the above amendments.
Furthermore, the Board of Directors proposes that the Annual General Meeting
authorise the Board of Directors to make any technical changes to the Articles
of Association that may be required to record the Articles of Association in the
Trade Register.
3. The Board of Directors' proposal for authorising the Board of Directors to
acquire treasury shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the acquisition of a maximum of 250,000 treasury
shares in the company. The maximum amount corresponds to approximately 0.89 per
cent of the total shares and votes on 12 February 2007.
Acquisitions based on the authorisation will be made using the company's
unrestricted equity, which means that the acquisitions will reduce the company's
distributable funds.
The shares shall be acquired in public trading on the Helsinki Stock Exchange
not in proportion to the shareholders' holdings. The sales price must be based
on the share price in public trading. The acquisition of shares shall be carried
out in accordance with the regulations and instructions of the Helsinki Stock
Exchange applicable to the acquisition of treasury shares, including the
regulations on determining the sales price, settlement of trades and disclosure.
In accordance with Section 15(5) of the Companies Act, it should be noted that
when acquiring shares by virtue of the authorisation, the minimum consideration
for a share is the lowest public trading price on the Helsinki Stock Exchange,
and correspondingly, the maximum consideration is the highest public trading
price.
Treasury shares can be acquired for the purpose of financing and implementing
potential acquisitions, other business arrangements or investments, developing
the company's equity structure, as part of the implementation of an incentive
scheme in the company or its subsidiaries, or otherwise for further assignment
or annulment.
The authorisation is proposed to be valid until 30 June 2008.
4. Proposal to authorise the Board of Directors to assign treasury shares
The Board of Directors proposes that the Annual General Meeting authorise the
Board of Directors to decide on the assignment of treasury shares in one or more
instalments.
The authorisation is proposed to comprise a maximum total of 250,000 shares. The
amount corresponds to approximately 0.89 per cent of total shares and votes on
12 February 2007.
According to the proposal, treasury shares in the company's possession may be
assigned to shareholders in proportion to their existing holdings, or deviating
from the shareholders' pre-emptive right, through a directed issue if there is a
weighty economic reason for this from the company's point of view, such as using
the shares for the purpose of financing and implementing potential acquisitions,
other business arrangements or investments, developing the company's equity
structure, as part of the implementation of an incentive scheme in the company
or its subsidiaries, or otherwise for further assignment or annulment.
The amount paid for a share transferred from the company's possession shall be
recognised in the invested unrestricted equity reserve.
A directed issue may only be free of charge if there is a particularly weighty
economic reason for this, taking into account the interests of the company and
all of its shareholders.
The authorisation is proposed to include an entitlement for the Board of
Directors to decide upon the other terms and conditions of assignment and any
matters associated with the actions.
The authorisation is proposed to be valid until 30 June 2008.
5. Proposal for the payment of 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 in 2006.
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 in 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/agm. Copies of the documents will be sent to
shareholders on request. The Annual Report for 2006 will be published during
week 12.
ELIGIBILITY TO ATTEND
All shareholders who, on 2 April 2007, 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 Tuesday 10 April
2007 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/agm. 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 0.40 per share be paid. The dividend will be paid to
shareholders registered in the register of shareholders kept by the Finnish
Central Securities Depository as of the record date, 17 April 2007. The Board of
Directors is to propose to the Annual General Meeting that the dividend be paid
on 24 April 2007 once the matching period has expired.
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 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
members Nils Hagman, Ilkka Kylävainio, Seppo Remes, Einari Vidgrén and Juha
Vidgrén be re-appointed as Board members for a new period of office extending to
the closing of the next Annual General Meeting. They are also to propose that
Maarit Aarni-Sirviö be appointed as a new member of the Board for the same
period of office. Maarit Aarni-Sirviö, M.Sc. (Tech), MBA, currently serves as
the director of Borealis Group's Phenol business unit.
Said shareholders are to propose that Ernst & Young Oy be re-appointed as the
company's auditor, with Eero Huusko, Authorised Public Accountant, as the
principal auditor.
Vieremä, 16 March 2007
PONSSE OYJ
BOARD OF DIRECTORS
Further information: Mikko Paananen, CFO, +358 400 817 036
DISTRIBUTION:
Helsinki Stock Exchange
Principal media
www.ponsse.com