PONSSE OYJ STOCK EXCHANGE RELEASE April 9 2008, 2:15 P.M.
CORRECTION: There were two translation mistakes in notice of Annual General
Meeting released 8 April at 4:30 p.m. The Annual General Meeting will be held
on Tuesday 29 April 2008, not on Thursday. Shareholders wishing to attend the
Annual General Meeting should notify their intention to do so by 4 pm EEC on
Wednesday 23 April 2008, not Tuesday. The paragraph Composition of the Board
of Directors and the Company´s auditor was missing in the previously published
release. Below the corrected, complete release
NOTICE OF ANNUAL GENERAL MEETING
Ponsse Oyj's shareholders are hereby invited to attend the Annual General
Meeting to be held on Tuesday, April 29 2008, at 10 am in the auditorium of the
Company's customer service centre at Ponssentie 22, 74200 Vieremä, Finland.
AGENDA FOR THE MEETING
1. Matters to be reviewed by the Annual General Meeting under Article 10 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 Article 6 of
the Articles of Association (the right to represent the Company) be amended.
Pursuant to the proposal, besides the Board of Directors, the Company shall also
be represented by two Board members together and the President and CEO together
with one Board member. In addition, the Board may authorise a designated person
to sign for or represent the Company, so that two of the authorised persons
represent the Company jointly or together with one Board member or the President
and CEO.
Furthermore, 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.
3. The Board of Directors' proposal for authorising the Board of Directors to
acquire the Company's own shares
The Board of Directors proposes that the Annual General Meeting to be held on
April 29 2008 authorise the Board of Directors to decide on the acquisition of
the Company's own shares under the following conditions:
The authorisation includes the right to acquire a maximum of 250,000 of the
Company's own shares in one or more lots.
The Board may, pursuant to the authorisation, only decide upon acquisition of
the Company's own shares using the Company's unrestricted shareholders' equity.
The shares shall be acquired in public trading organised by the OMX Nordic
Exchange Helsinki at the market price valid at any given time. Therefore, the
minimum price for the shares to be acquired is the lowest market price quoted
for a share in public trading during the validity of the authorisation and,
correspondingly, the maximum price is the highest market price quoted for a
share in public trading during the validity of the authorisation. The
acquisition of shares shall be carried out in accordance with the regulations of
the OMX Nordic Exchange Helsinki and the Finnish Central Securities Depository.
The authorisation shall be required for the Company's potential corporate
acquisitions or other arrangements. In addition, the shares can be assigned to
the Company's existing shareholders, sold in public trading, used for developing
the Company's capital structure or as part of the implementation of an incentive
scheme in the Company and/or its subsidiaries.
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 June 30 2009.
4. The Board of Directors' proposal for granting the Board authorisation for a
share issue by assigning the Company's terasury shares (own shares)
The Board of Directors proposes that the Annual General Meeting to be held on
April 29 2008 authorise the Board of Directors to decide on assigning the
Company's treasury shares under the following conditions:
The Board of Directors can under the authorisation decide on assigning the
Company's treasury shares so that the maximum number of shares assigned under
the authorisation is 300,000.
The authorisation is proposed for use in the Company's potential corporate
acquisitions or other arrangements. In addition, the shares can be relinquished
to the Company's existing shareholders, sold in public trading, used for
developing the Company's equity structure or as part of the implementation of an
incentive scheme in the Company and/or its subsidiaries.
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 to be valid until the next Annual General
Meeting; however, no later than June 30 2009.
5. Proposal for the payment of profit bonuses to the staff
The Board proposes to the Annual General Meeting that a profit bonus of EUR 90
be paid to the staff of Ponsse Oyj for each complete month of employment in
2007.
DOCUMENTS ON DISPLAY FOR PUBLIC INSPECTION AND THE ANNUAL REPORT
Financial statement documents and the above-mentioned proposals from the Board
will be available for inspection at the Company's premises at Ponssentie 22 in
Vieremä, Finland for one week prior to the meeting. The Board proposals are also
available in full at http://www.ponsse.com/agm. Copies of the documents will be
sent to shareholders on request. The Annual Report for 2007 will be published on
week 15.
ELIGIBILITY TO ATTEND
To be eligible to attend the Annual General Meeting, a shareholder must be
registered in the share register kept by the Finnish Central Securities
Depository Ltd by April 18 2008.
Shareholders wishing to attend the Annual General Meeting should notify the
Company of their intention to do so by 4 pm EEC on Wednesday, April 23 2008,
either in 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 notifications must arrive before the above-mentioned
deadline. Any power of attorneys should be enclosed with the notification to
attend the meeting.
PAYMENT OF DIVIDEND
The Board has decided to propose to the Annual General Meeting that a dividend
of EUR 0.50 per share be paid. The dividend will be paid to shareholders
registered on the Record Date, May 5 2008, in the Company's register of
shareholders kept by the Finnish Central Securities Depository Ltd. The Board
proposes to the Annual General Meeting that the dividend be paid on May 12 2008
once the Record 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 propose that the Board
members Maarit Aarni-Sirviö, Nils Hagman, Ilkka Kylävainio, Seppo Remes, Einari
Vidgrén and Juha Vidgrén be re-appointed as Board members for a new term of
office extending to the closing of the next Annual General Meeting.
The said shareholders propose that Ernst & Young Oy be re-appointed as the
company's auditor, with Eero Huusko, Authorised Public Accountant, as the
principal auditor.
Vieremä, February 15 2008
PONSSE OYJ
BOARD OF DIRECTORS
Further information: Mikko Paananen, CFO, +358 400 817 036
DISTRIBUTION:
OMX Nordic Exchange
Principal media
www.ponsse.com