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Remuneration Report 2015

18 February 2016

The Remuneration Report 2015 of Pöyry PLC (“Pöyry” or “company”) has been prepared pursuant to the Finnish Corporate Governance Code 2015. The Corporate Governance Code is publicly available on the website of the Securities Market Association at www.cgfinland.fi.

In this Remuneration Report Pöyry discloses the remuneration and other financial benefits paid to the Board of Directors (“Board”), the President and CEO and other executive management (Group Executive Committee, the “GEC”) during the previous financial period, i.e. 2015. The remuneration paid during the financial period preceding the reported financial period, i.e. 2014, is presented for comparison.

Board of Directors

Fees paid to the members of the Board in 2015 and 2014 are set forth in the table below.


Teuvo Salminen was elected as Board member by the AGM on 12 March 2015.

President and CEO

The remuneration paid to the President and CEO Alexis Fries (President and CEO between 1 September, 2012 and 31 December, 2015) in 2015 and 2014 is set forth in the table below:

During 2015 there have been no changes to the base salary, fringe benefits or pension expenses of the President and CEO. The difference between 2014 and 2015 in the table is due to changes in currency exchange rate (CHF – EUR).

Expenses related to termination of the President and CEO's service contract include a contractual compensation for non-competition period in February-December 2016.

The salaries, bonuses and benefits are reported on accrual basis. For example, the bonus included in 2015 figures indicates the estimated bonus payout which is based on the performance in 2015 and payable in 2016.

In August 2015 the Board appointed Martin à Porta as the new President and CEO of Pöyry. He took up the position on 1 January 2016. In accordance with his service contract a sign-on bonus was paid to Martin à Porta at the time of assuming President and CEO duties. The bonus consists of a cash payment (CHF 100,000) and Pöyry shares (100,000 pcs).

Other Executive Management

The total remuneration paid to the other members of the Group Executive Committee (“GEC”) than the President and CEO in 2015 and 2014 is set forth in the table below:

The base salaries, fringe benefits and pension expenses of 2014 and 2015 in the above table are not fully comparable due to changes in GEC members and in currency exchange rates. Also, the 2014 salaries include termination benefits. Information about the composition of the GEC in 2014 and 2015 is available in Pöyry’s financial statements available at Investor material

The salaries, bonuses and benefits are reported on accrual basis For example, the 2015 bonus indicates the estimated bonus payout which is based on the performance in 2015 and payable in 2016.

Authorisations of the Board concerning remuneration

The AGM on 12 March 2015 authorised the Board to decide on the issuance of new shares and special rights entitling to shares, as well as to convey the company's own shares held by the company. More information on the authorisations is available here.

In 2015, the Board did not decide on issuance of shares or special rights entitling to shares.