Board of Directors' authorisations
Decisions made by the Annual General Meeting of Pöyry PLC on 10 March 2008
Authorisation to issue shares
The AGM authorised the Board of Directors to decide to issue new shares and to convey the company's own shares held by the company in one or more tranches. The share issue can be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors and in relation to a share issue against payment at a price to be determined by the Board of Directors.
The authorisation also includes the right to issue special rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which entitle to the company's new shares or the company's own shares held by the company against consideration.
A maximum of 11 600 000 new shares can be issued. A maximum of 5 800 000 own shares held by the company can be conveyed.
The authorisation also comprises the right to deviate from the shareholders' pre-emptive subscription right provided that the company has an important financial reason for the deviation in a share issue against payment and provided that the company, taking into account the interest of all its shareholders, has a particularly important financial reason for the deviation in a share issue without consideration. Within the above mentioned limits the authorisation can be used e.g. in order to strengthen the company's capital structure, to broaden the company's ownership, to be used as payment in corporate acquisitions or when the company acquires assets relating to its business and as part of the company's incentive programmes. It is proposed that shares may also be subscribed for or own shares conveyed against contribution in kind or by means of set-off.
In addition, the authorisation includes the right to decide on a share issue without consideration to the company itself so that the amount of own shares held by the company after the share issue is a maximum of one-tenth (1/10) of all shares in the company. Pursuant to Chapter 15 Section 11 Subsection 1 of the Companies Act, all own shares held by the company and its subsidiaries are included in this amount.
The authorisation shall be in force three years from the decision of this AGM.
Authorisation to acquire the company's own shares
The AGM authorised the Board of Directors to decide to acquire the company's own shares with distributable funds on the terms given below. The acquisition of shares reduces the company's distributable non-restricted shareholders' equity.
The company's own shares can be acquired in order to strengthen the company's capital structure, to be used as payment in corporate acquisitions or when the company acquires assets related to its business and as part of the company's incentive programmes in a manner and to the extent decided by the Board of Directors, and to be transferred for other purposes or to be cancelled. A maximum of 5 800 000 shares can be acquired. The company's own shares can be acquired in accordance with the decision of the Board of Directors either through public trading or by public offer at their market price at the time of purchase.
The authorisation shall be in force 18 months from the decision of this AGM.
The Board of Directors of Pöyry PLC has decided on 10 March 2008 to exercise the authorisation by the Annual General Meeting on 10 March 2008 to acquire the company's own shares. | 
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