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News & Events > News > JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING MARCH 8, 2000

JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING MARCH 8, 2000



Jaakko Pöyry Group Oyj's Annual General Meeting of Shareholders adopted Jaakko Pöyry Group Oyj's financial statements and the consolidated statements and granted the members of the Board of Directors and the company's President and CEO discharge from liability for the financial year ended December 31, 1999. The AGM approved the Board of Directors' proposal for use of distributable earnings and for payment of dividend.


The AGM re-elected all members of Jaakko Pöyry Group Oyj:s current Board of Directors: Olle Alsholm, M.Sc.(Chem.Eng.), Henrik Ehrnrooth, M.Sc.(Forest Econ.), B.B.A., Matti Lehti, M.Sc. (Econ.), Ph.D.(Econ.), Heikki Lehtonen, M.Sc.(Eng.), Niilo Pellonmaa, M.Sc.(Commercial), David de Pury, L.L.M., Attorney at Law, and Jaakko Pöyry, M.Sc.(Mech.Eng.). In its first meeting immediately following the AGM, the Board of Directors elected Heikki Lehtonen as Chairman and Henrik Ehrnrooth and Jaakko Pöyry as Vice Chairmen.


The AGM elected KPMG Wideri Oy, Authorised Public Accountants, as Jaakko Pöyry Group Oyj:s accountants, with Albrecht Hagert, Authorised Public Accountant, as chief responsible accountant and Tiina Torniainen, Authorised Public Accountant, as deputy accountant.


The AGM decided that a dividend of EUR 0.45 be paid per share, or a total of EUR 6 151 628,70 for the financial year 1999. The closing date for distribution of dividend is March 13, 2000 and the payment date March 20, 2000.


Invalidation of the company's own shares


The AGM approved the Board of Directors' proposal to invalidate 597,200 of the company's own shares and to reduce the company's share capital from FIM 71,337,430 to FIM 68,351,430 by an amount corresponding to the aggregate par value of the invalidated shares, i.e. by FIM 2,986,000.


Converting the share capital into euros


The AGM approved the Board of Directors' proposal to convert the company's share capital into euros and to raise it to EUR 13,670,286.00 through a bonus issue by transferring EUR 2,174.400.72 from the reserve fund to the share capital. After the increase, the accounting par value of the company's shares will be EUR 1. There will be no new shares issued in the bonus issue and the number of shares will remain unchanged.


Authorisation to issue new shares


The AGM authorised the Board of Directors to increase the share capital by a new issue or by taking a convertible loan or by issuing option rights, so that based on the new issue, the convertible bonds and option rights the share capital can be increased by a maximum of EUR 1,000,000 by issuing for subscription a maximum of 1,000,000 new shares under terms otherwise to be determined by the Board of Directors. The Board of Directors shall have the right to deviate from the shareholders' pre-emptive subscription rights, provided that there is an important financial reason from the company's point of view for the deviation, such as strengthening of the company's capital structure, financing of acquisitions or implementation of co-operation arrangements. Shares may also be subscribed against contribution in kind. The authorisation becomes effective on March 19, 2000 and remains in force until the next AGM, however for a maximum period of one year from the decision of this AGM, whichever comes earlier.


Acquisition of the company's own shares


The AGM authorised the Board of Directors to acquire the company's own shares with distributable earnings on the following terms.


- The company's own shares can be acquired to strengthen the company's capital structure, to be used as payment when the company acquires assets related to the company's business, and in possible corporate acquisitions, in the manner and to the extent decided by the Board of Directors.


- The aggregate accounting par value of shares to be acquired shall not exceed 5 % of the company's share capital.


- Shares will be acquired by the Board of Directors' decision either through public trading or by public offer.


- Shares will be acquired at the market price valid at the time of acquisition determined in public trading.


- The authorisation will be in force as of March 19, 2000 until the next AGM, however for a maximum period of one year from the decision of this AGM, whichever comes earlier.


Conveyance of the company's own shares


The AGM authorised the Board of Directors to convey the company's own shares, acquired by the company according to the authorisation, on the following terms:


- The aggregate value of the shares to be conveyed shall not exceed 5 % of the company's share capital.


- The Board of Directors was authorised to decide to whom and in which order the company's own shares are to be conveyed. The Board of Directors shall be entitled to decide on conveyance of own shares in and order deviating from the pre-emptive shareholders' right to acquire own shares.


- The shares may be conveyed as payment for acquisition of assets related to the company's business or for possible corporate acquisitions in the manner and to the extent decided by the Board of Directors.


- The shares shall be conveyed at least at their market price valid at the time of conveyance determined in public trading.


- The authorisation will be in force as of March 19, 2000 until the next AGM, however for a maximum period of one year from the decision of this AGM, whichever comes earlier.


Amendment of Articles of Association


The AGM further approved the Board of Directors' proposal for amendment of the first and third sentences of Paragraph 11 of the Articles of Association concerning the notice to convene the AGM to correspond to current legislation, and Subsections 1, 3 and 4 of Paragraph 12 of the Articles of Association to include reference to the consolidated annual accounts.


JAAKKO PÖYRY GROUP OYJ


Erkki Pehu-Lehtonen

Teuvo Salminen


For more information, please contact:


Kari Heliö, General Counsel, Jaakko Pöyry Group Oyj

tel: +358 9 8947 2443, +358 400 442 036


www.poyry.com/en/pressce.html


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