Resolutions of the Annual General Meeting of Ponsse Plc and the Decisions of the Constitutive Meeting of the Board of Directors

Ponsse Plc      Stock Exchange Release      9 April 2024     at 2:45 p.m.

Ponsse Plc's Annual General Meeting was held on Tuesday 9 April 2024. The Board of Directors elected at the Annual General Meeting was organized after the Annual General Meeting.

 

Financial statements for the financial year 1.1. – 31.12.2023

 

The Annual General Meeting approved the consolidated financial statements and the company’s financial statements for the financial year 1 January – 31 December 2023 and discharged the members of the Board of Directors and CEO from liability.

 

Payment of dividend

 

The Annual General Meeting decided that a dividend of EUR 0.55 per share will be paid for the financial year of 1 January – 31 December 2023. The dividend will be paid to all shareholders who are listed in the shareholder register of the company maintained by Euroclear Finland Oy on the record date of 11 April 2024. The payment date of the dividend is 18 April 2024.

 

Personnel profit commission

 

The Annual General Meeting decided that a maximum of EUR 100 profit commission (in Finnish “voittopalkkio”) per person per working month be paid for financial year 2023 to the personnel employed by the group. The Board of Directors was authorized to decide on other matters relating to the payment of the profit commission.

 

Remuneration report for the company’s governing bodies

 

The Annual General Meeting approved the remuneration report for the company’s governing bodies for financial year 2023. The resolution was advisory.

 

Remuneration policy for the company’s governing bodies

 

The Annual General Meeting approved the remuneration policy for the company’s governing bodies. The resolution was advisory.

 

Members of the Board of Directors and remuneration

 

The Annual General Meeting confirmed that the Board of Directors consists of seven (7) members. Jarmo Vidgrén, Mammu Kaario, Terhi Koipijärvi, Matti Kylävainio, Ilpo Marjamaa, Juha Vanhainen and Jukka Vidgrén were re-elected as members of the Board of Directors. Information relevant to the work of the Board of Directors of all elected persons has been presented on the company’s website.

 

The Annual General Meeting resolved on an annual compensation of EUR 48,000 for the Chairperson of the Board of Directors, EUR 45,000 for the Deputy Chairperson of the Board of Directors, and EUR 38,000 for the ordinary members of the Board of Directors. Travel expenses will be reimbursed in accordance with the company’s travel policy.

 

Auditor 

 

The Annual General Meeting resolved to re-elect the authorized Public Accountant KPMG Oy Ab as the company's auditor. The Annual General Meeting resolved that the remuneration of the auditor will be paid according to a reasonable invoice as approved by the Board of Directors. KPMG Oy Ab has announced that Ari Eskelinen, Authorized Public Accountant, will continue to act as the principal auditor. Authorized Public Accountant KPMG Oy Ab will also act as the sustainability reporting assurance provider of the company until the end of the next Annual General Meeting.  The auditor will also be paid remuneration for services rendered for sustainability reporting assurance according to a reasonable invoice approved by the Board of Directors.

 

Authorization to the Board of Directors to decide on the repurchase of company’s own shares

 

The Annual General Meeting resolved to authorize the Board of Directors to decide on the repurchase of a maximum of 250,000 company’s own shares in one or more tranches, corresponding to approximately 0.89 % of the company’s total shares and votes. The shares shall be acquired through public trading, for which reason the shares are acquired otherwise than in proportion to the share ownership of the shareholders and the consideration paid for the shares shall be the market price of the company’s share in public trading at Nasdaq Helsinki Ltd at the time of the acquisition. Shares may also be acquired outside public trading for a price which at most corresponds to the market price in public trading at the time of the acquisition. The Board of Directors was authorized to decide how the shares are acquired. The Board of Directors may, pursuant to the authorization, only decide on the repurchase of the company’s own shares with funds from the company’s unrestricted shareholders’ equity. The Board of Directors decides how the shares are acquired. The company’s own shares may be repurchased other than in proportion to the shares held by the shareholders (directed repurchase), if there is a weighty financial reason for the company to do so as provided for in Chapter 15, Section 6 of the Finnish Companies Act. The company's own shares may be acquired to develop the company's capital structure, to be used to finance or execute possible acquisitions or investments supporting the company’s growth strategy or other arrangements related to the company's business, to be used in the company's incentive schemes or otherwise to be transferred, held, or cancelled. The decision to repurchase company’s own shares shall not be made so that the shares of the company in the possession of by the company and its subsidiaries would exceed 10 % of all shares. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2025. The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on 12 April 2023.

 

Authorization to the Board of Directors to decide on the share issue, options and other special rights entitling to shares

 

The Annual General Meeting resolved to authorize the Board of Directors to decide on the issuance of shares as well as the issuance of options and other special rights entitling to shares referred to in Chapter 10, Section 1 of the Finnish Companies Act. The number of shares to be issued based on the authorization may in total amount to a maximum of 250,000 shares (including shares issued based on options or special rights), corresponding to approximately 0.89 % of all the shares in the company. The Board of Directors decides on the terms and conditions of the issuance of shares. The authorization concerns both the issuance of new shares as well as the transfer of treasury shares either against payment or without consideration. The issuance of shares may be carried out in deviation from the shareholders’ pre-emptive right (directed issue) for a weighty financial reason for the company, such as using the shares to develop the company’s capital structure, to execute possible acquisitions or investments supporting the company’s growth strategy or in other arrangements related to the company's business or to be used in the company's incentive schemes. The Board of Directors may also decide on a free share issue to the company itself. The authorization is valid until the closing of the next Annual General Meeting, however, no longer than until 30 June 2025. The authorization cancels the authorization given to the Board of Directors by the Annual General Meeting on 12 April 2023.

 

Minutes of the Annual General Meeting

 

Minutes of the Annual General Meeting will be available at the latest on 23 April 2024 on the company’s website at https://www.ponsse.com/en/company/investors/annual-general-meeting.

 

Jari Kääriäinen, Attorney, Trained on the Bench, chaired the Annual General Meeting.

 

Decisions of the Constitutive Meeting of the Board of Directors

 

In its constitutive meeting convening after the Annual General Meeting, the Board of Directors decided to elect Jarmo Vidgren as Chairperson of the Board of Directors and Mammu Kaario as the Deputy Chairperson of the Board of Directors.

 

Vieremä, Finland, 9 April 2024

PONSSE PLC
Board of Directors

 

FOR FURTHER INFORMATION, PLEASE CONTACT:
Petri Härkönen, CFO, tel. +358 50 409 8362

 

DISTRIBUTION
Nasdaq Helsinki Ltd
Principal media
www.ponsse.com 

Ponsse Plc specializes 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 OMX Nordic List.