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Performance share plan

Performance share plan 2014-2016

On 4 February 2014, the Board of Directors of Pöyry PLC approved a share-based incentive plan for the Pöyry Group key personnel. The aim of the plan is to combine the objectives of the shareholders and the key personnel in order to increase the value of the company, to commit the key personnel to the company, and to offer them a competitive reward plan based on earning the company's shares.

The plan consists of three discretionary periods, calendar years 2014, 2015 and 2016. The Board will decide on the performance criteria and their targets at the beginning of each discretionary period. The potential reward from each discretionary period is based on the Pöyry Group's Earnings per Share (EPS) and on the continuance of employment or service.

The performance criteria of the discretionary period 2014 were not met and no rewards will be paid. The plan criteria for the discretionary period 2015 were not fulfilled and no rewards will be paid. The potential reward from the discretionary period 2016 will be paid in the company's shares in 2019 after taxes and tax-related costs arising from the reward to the key employee have been deducted from the reward. As a rule, no reward will be paid if the key employee's employment or service ends before the reward payment.

The incentive plan is directed to approximately 35 people. The rewards correspond to an approximate value of a maximum total of 400.000 Pöyry PLC shares (gross), if the discretionary period’s earnings target set by the Board is met. Should the company's earnings exceed the target and reach maximum performance, as defined by the Board, the rewards will correspond to an approximate value of a maximum total of 800.000 Pöyry PLC shares (gross).

Additional information about the share-based incentive plan can be found in the Company Announcements published on 5 February 2014 and on 29 February 2016.