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