Decisions taken at the Ponsse Plc Annual General Meeting and Board of Directors Organization Meeting

Ponsse Plc The Annual General Meeting was held today in Vieremä on April 7, 2022. The Board of Directors elected at the Annual General Meeting was organized after the Annual General Meeting.

Financial statements 2022
During the General Meeting, the accounts of the parent company and the Group were approved, and the members of the Board of Directors as well as the Chairman and Chief Executive Officer were discharged of their responsibility for the 2021 financial year.

Dividends
It was decided that EUR 0.60 per share will be paid in dividends for the year from January 1 – December 31, 2021. The dividend will be paid to all shareholders registered in the register of shareholders kept by Euroclear Finland SA as a shareholder of the company on the date of registration April 11, 2022. The dividend will be paid on April 20, 2022. The General Meeting also decided to authorize the Board to decide on the payment of a dividend of up to 0.25 euros per share at a later date. The shareholders did not request the distribution of minority dividends.

Remuneration report of the corporate bodies of the company
The General Meeting approved the 2021 remuneration report of the company’s corporate bodies.

Staff profit bonus
The general meeting has decided that a profit bonus of at most 100 euros per person and per month of work will be paid for the 2021 financial year to personnel employed by the Group.

Rremuneration report of the corporate bodies of the company
The General Meeting approved the 2021 compensation report for Ponsse’s governing bodies.

board of directors
The General Meeting decided that the remuneration of the members of the Board of Directors would remain unchanged. The General Meeting decided that the annual compensation of the Chairman of the Board €48,000that of the Vice-Chairman of the Board is €45,000 and that of the other members of the Board is €38,000. Travel expenses for Board meetings will be reimbursed in accordance with the company’s travel policy.

It was decided that the board of directors is composed of eight (8) members. The AGM decided to re-elect Mammu Kaario, Matti Kylävainio, Juha VanhainenJanne Vidgrén, Juha Vidgrén, Jukka Vidgrén and Jarmo Vidgrén as Board members and select Ilpo Marjamaa as a new member. Information on the members selected for the Board of Directors who are significant for the activities of the Board is available on the company’s website at https://www.ponsse.com/en/company/investors/corporate-info/board-of-directors#/

At its organizational meeting held after the Annual General Meeting, the Board of Directors elected Jarmo Vidgrén as President and Mammu Kaario as Vice-President.

Listener
Audit firm KPMG Oy AB was elected auditor of the company and Ari Eskelinen, chartered accountant, was elected lead auditor. It was decided that the auditors would be remunerated on the basis of a reasonable invoice sent to the company.

Authorization of the Board of Directors to decide on the buyback of own shares
The General Meeting authorized the Board of Directors to decide on the buyback of own shares as follows:

A maximum of 250,000 shares may be redeemed in one or more tranches. The maximum amount corresponds to approximately 0.89% of the total shares and votes of the company.

The shares will be acquired on the stock exchange, for which reason the shares will be acquired other than in proportion to the shareholding of the shareholders, and the consideration to be paid for the shares will be the market price of the company’s share in the public negotiation at Nasdaq Helsinki Ltd at the time of acquisition. Shares can also be acquired off-exchange at a price which corresponds at most to the public market price at the time of acquisition. The Board of Directors will be authorized to decide on the terms and conditions for the acquisition of shares. The Board may, by virtue of the authorization, decide to acquire own shares only by using the company’s own capital.

The Board of Directors will decide on the terms of acquisition of the shares. The company’s own shares may be repurchased otherwise than pro rata to the shares held by the shareholders (directed repurchase), if there is a serious financial reason for the company to do so, as provided for in chapter 15, section 6 of the Finnish limited liability law. Companies Act. The company’s own shares may be acquired to develop the company’s capital structure, be used to finance or make possible acquisitions or investments supporting the company’s growth strategy or other arrangements related to the company’s activity. the company, be used in the company’s incentive programs or otherwise to be transferred, held or cancelled.

The decision to buy back or reimburse the company’s own shares cannot be taken in such a way that the shares of the company held by the company and its subsidiaries exceed 10% of all the shares.

The authorization is valid until the end of the next Ordinary General Meeting; however at the latest June 30, 2023. The authorization supersedes the authorization given to the Board of Directors at the General Meeting of April 7, 2021.

Authorize the Board of Directors to decide on the capital increase, options and other specific rights giving right to shares
The annual general meeting authorized the board of directors to decide on the issue of shares as well as the issue of options and other special rights giving the right to shares in one or more tranches in accordance with chapter 10, section 1 of the law on limited liability companies. as following:

The number of shares to be issued on the basis of the authorization may total a maximum of 250,000 shares (including shares issued as options or special rights), corresponding to approximately 0.89 % of total company shares.

The Board of Directors will decide on the procedures for issuing shares, options and other specific rights giving right to shares. The authorization covers both the issue of new shares and the sale of own shares for consideration or free of charge. The issue and transfer of shares, options and other special rights giving right to shares may be carried out in derogation of the shareholders’ preferential subscription right (directed issue) for an important financial reason for the company, such as that the use of the shares to develop the capital structure of the company, to make possible acquisitions or investments supporting the growth strategy of the company or in other arrangements related to the activity of the company, or for use in company incentive programs. The board of directors can also decide to allocate free shares to the company itself.

The authorization is valid until the end of the next Ordinary General Meeting; however at the latest June 30, 2023. The authorization cancels the authorization given to the Board of Directors to decide on the transfer of treasury shares and the issue of new shares at the General Meeting of April 7, 2021.

Annual General Meeting Documents
The minutes of the meeting are available to shareholders at the company’s registered office at Ponssentie 22, Vieremä, as well as on the company’s website at https://www.ponsse.com/en/company/investors/annual-general-meeting#/ to April 21, 2022 later.

Vierema, Finland, April 7, 2022

PONSSE PLC
board of directors

MORE INFORMATIONPetri Harkonen, financial director, tel. +358 (0)20 768 800 or +350 (0)50 409 8362

DISTRIBUTION
Nasdaq Helsinki Ltd
Main media
www.ponsse.com

Ponsse Plc specializes in the sale, production, service and technology of cut-to-length 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 listed on the Nasdaq Nordic List.

https://news.cision.com/ponsse-oyj/r/decisions-made-at-ponsse-plc-s-annual-general-meeting-and-organisation-meeting-of-the-board-of-direc, c3541857

(c) Decision 2022. All rights reserved., sources Press Releases – English