Decisions of Ponsse Plc's Annual General Meeting 2019
Ponsse Plc’s Annual General Meeting was held in Vieremä, Finland, 3 April 2019.
Financial statements
Annual General Meeting approved the parent company financial statements and the consolidated financial statements, and members of the Board of Directors and the President and CEO were discharged from liability for the 2018 financial period.
Dividend
Annual General Meeting decided to authorise a dividend of EUR 0.80 per share be paid for 2018. The dividend shall be paid to all shareholders who are listed in the shareholder register maintained by Euroclear Finland Ltd as a company shareholder on the record date, 5 April 2019. The dividend shall be paid on 12 April 2019.
Board of Directors
The number of Board members was confirmed as six (6) persons. Mammu Kaario, Matti Kylävainio, Juha Vanhainen, Janne Vidgrén, Juha Vidgrén and Jukka Vidgrén were re-elected as members of the Board of Directors. For more information on the Board members, please visit the Ponsse website. The Board's period of office will last until the next Annual General Meeting.
Annual General Meeting confirmed the annual remuneration payable to the Chairman of the Board as EUR 48,000, the remuneration payable to the Vice Chairman as EUR 45,000 and the remuneration payable to other members as EUR 38,000. At a Board meeting held after the Annual General Meeting. Juha Vidgrén was elected Chairman of the Board and Mammu Kaario was elected Vice Chairman.
Auditor
PricewaterhouseCoopers Oy were appointed as the company's auditors, with Juha Toppinen, Authorised Public Accountant, as the principal auditor. Annual General Meeting decided to pay the auditors a fee in accordance with a reasonable invoice presented to the company.
Authorisation of the Board of Directors to decide on the acquisition of treasury shares
Annual General Meeting authorised the Board of Directors to decide on the acquisition of treasury shares so that shares can be acquired in one or several instalments to a maximum of 250,000 shares. The maximum amount corresponds to approximately 0.89% of the company’s total shares and votes.
The shares will be acquired in public trading organised by Nasdaq Helsinki (“the Stock Exchange”). Furthermore, they will be acquired and paid for 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 treasury shares using the company’s unrestricted shareholders’ equity.
The authorisation is required for supporting the company’s growth strategy in the company's potential mergers and acquisitions or other arrangements. In addition, shares can be distributed to the company’s current shareholders, used for increasing 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 treasury shares.
The authorisation is proposed to be valid until the next Annual General Meeting; however, no later than 30 June 2020. The previous authorisations are cancelled.
Authorising the Board of Directors to decide on share issues by assigning the treasury shares
Annual General Meeting authorised the Board of Directors to decide on the assignment of treasury shares held by the company in one or more tranches for payment or without payment so that a maximum of 250,000 shares will be issued on the basis of the authorisation. The maximum amount corresponds to approximately 0.89% 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 the right to organise a special issue in deviation of the shareholders' subscription rights under the conditions prescribed by law.
The authorisation is used 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. A directed issue may only be free of charge if there is a particularly weighty economic reason for this considering the company, taking into account the interests of the company and all of its shareholders.
The authorisation is valid until the next Annual General Meeting; however, no later than 30 June 2020. The previous authorisations are cancelled.
Authorising the Board of Directors to decide on share issues
Annual General Meeting authorised the Board of Directors to decide on a directed share issue and to issue special rights entitling to shares as referred to in Section 10(1) of the Finnish Limited Liability Companies Act, in one or more tranches, for payment or without a payment.
Based on the authorisation, a maximum of 200,000 shares can be issued, which is approximately 0.7 percent of the current total number of shares in the company. Shares can be issued as part of the company’s share-based incentive plans. The Board of Directors will decide on all the terms and conditions for the granting of special rights entitling to shares in the share issue. Based on the authorisation, a derogation from the pre-emptive subscription right of shareholders (targeted share issue) may be granted for the special rights entitling to shares. A directed issue may only be free of charge if there is a particularly weighty economic reason for this considering the company, taking into account the interests of the company and all of its shareholders.
The authorisation is valid until the next Annual General Meeting, however no later than 30 June 2020.
Profit bonus to personnel
Annual General Meeting decided that the personnel employed by the Group will be paid a profit bonus from 2018 of no more than EUR 95 per person per working month over 2018.
Minutes of the meeting
The minutes of the Annual General Meeting will be available for inspection by shareholders at the Ponsse Plc Customer Service Centre at Ponssentie 22, Vieremä, Finland, and on the company website https://www.ponsse.com/en/company/investors/annual-general-meeting as of 3 April 2019.
Vieremä, 3 April 2019
PONSSE PLC
Board of Directors
FURTHER INFORMATION
Petri Härkönen, CFO, tel. +358 (0)20 768 800 or +350 (0)50 409 8362
DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.ponsse.com
Ponsse Plc specialises in the sale, production, maintenance and technology of cut-to-length method forest machines, and is driven by a genuine interest in its customers and their business operations. Ponsse develops and manufactures sustainable and innovative harvesting solutions based on customer needs.
The company was established by forest machine entrepreneur Einari Vidgrén in 1970, and has been a leader in timber harvesting solutions based on the cut-to-length method ever since. Ponsse is headquartered in Vieremä, Finland. The company’s shares are quoted on the Nasdaq Nordic List.