JAAKKO PÖYRY GROUP OYJ
Stock Exchange Notice
March 19, 1999 9.00 a.m.
JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING MARCH 18, 1999
The Annual General Meeting of Jaakko Pöyry Group Oyj approved Jaakko Pöyry Group Oyj's Statement of Income and Balance Sheet and the Group's Statement of Income and Balance Sheet, and discharged the members of the Board of Directors and the President from liability for the financial year ended December 31, 1998. The Annual General Meeting approved the Board of Directors' proposal for the distribution of profit and payment of dividend. In addition, the Annual General Meeting approved, in accordance with the Board of Directors' proposals, the authorisation of the Board of Directors to raise the company's share capital by issuing new shares and the continuing of the authorisation of the Board of Directors to decide on the acquisition and transfer of the company's own shares.
The Annual General Meeting re-elected all existing members of the Board of Directors of Jaakko Pöyry Group: Mr Olle Alsholm, President of the Swedish Pulp and Paper Research Institute, Mr Henrik Ehrnrooth, M.Sc. (Forest economics), B.Sc. (Econ), Mr Matti Lehti, President and CEO of TT Tieto Ltd, Mr Heikki Lehtonen, President and CEO of Santasalo-JOT Ltd, Mr Jaakko Pöyry, M.Sc. (Mech.Eng.), HON.D.S and Mr Niilo Pellonmaa, M.Sc. (Econ). Additionally the Annual General Meeting elected as Board member Mr David de Pury (Switzerland). De Pury is presently Chairman of the Board of Directors of de Pury Pictet Turrettini & Co. Ltd., a company specialized in asset management and international investments. De Pury also chairs the Boards of companies like Electrowatt Engineering Ltd, the new French Swiss daily newspaper "Le Temps" and EIC Electricity Investment Company. Furthermore de Pury serves on several other Board of Directors, among them Nestlé Group. During the years 1992-1996 de Pury was Vice-Chairman of the ABB Asea Brown Boveri Group. In its constitutive meeting following the Annual General Meeting, the Board of Directors elected Heikki Lehtonen Chairman and Henrik Ehrnrooth and Jaakko Pöyry as Vice Chairmen.
The Annual General Meeting appointed SVH Pricewaterhouse Coopers Oy, Authorised Public Accountants, auditors of Jaakko Pöyry Group Oyj, and Jukka Ala-Mello, Authorised Public Accountant, deputy auditor.
The Annual General Meeting decided that FIM 2.00 per outstanding share will be paid as dividend, totalling FIM 26 205 600, for the financial year 1998. The record date for the payment of dividend is March 23, 1999 and the payment date March 30, 1999.
Authorisation to issue new shares
The Annual General Meeting decided to authorise the Board of Directors to raise the company's share capital by issuing new shares and to issue convertible bonds and/or bonds with warrants, so that based on the new shares and the bonds and bonds with warrants the share capital could be raised by a maximum of FIM 5,000,000 by issuing for subscription a maximum of 1,000,000 new shares under conditions otherwise to be determined by the Board of Directors. The Board of Directors shall have the right to deviate from the shareholders' preferential subscription right on the condition that there is an important economic reason from the company's viewpoint for deviating from this preferential right, such as strengthening the company's capital structure, financing acquisitions or implementing cooperation arrangements. The authorisation will be in force for one year.
Acquisition of the Company's own shares
The Annual General Meeting authorised the Board of Directors to acquire the company's shares with the capital available for profit distribution on the following conditions:
- The Company´s own shares will be acquired in order to strengthen the Company´s capital structure and also to be used as compensation in acquisition of assets connected to the company´s business and in possible business acquisitions in the manner and to the extent decided by the Board of Directors.
- A maximum of 685,000 shares are to be subscribed.
- The shares shall be acquired according to the decision of the Board of Directors either by means of public trading on the Helsinki Exchange or by making a public offer for the shares.
- The shares shall be acquired at their current price valid at the time of purchase, determined in public trading.
- The authorisation shall be effective for one year from the decision of the Annual General Meeting.
Transfer of the Company's own shares
The Annual General Meeting authorised the Board of Directors to sell the Company's shares acquired in accordance with the authorisation granted to the company on the following conditions:
- The authorisation applies to a maximum of 685,000 shares.
- The Board of Directors shall be authorised to decide to whom and in which order the shares held by the company shall be assigned. The Board of Directors shall have the right to decide on the sale of the shares owned by the company in another proportion than that in which the shareholder has a preferential right to acquire the company's shares.
- The shares may be transferred in compensation for the acquisition of assets connected to the company's business and for possible business acquisitions in the manner and to the extent decided by the Board of Directors.
- The shares shall be sold at their current price valid at the time of sale determined in public trading on the Helsinki Exchange.
- This authorisation is effective for one year from the decision of the Annual General Meeting.
JAAKKO PÖYRY GROUP OYJ
For more information, please contact:
Mr. Erkki Pehu-Lehtonen, President and CEO, Jaakko Pöyry Group Oyj, tel. +358-9-8947 2999
Mr. Teuvo Salminen, Executive Vice President, Jaakko Pöyry Group Oyj, tel. +358-9-8947 2872