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STOCK EXCHANGE RELEASE 26 Mar 2002

C-WARRANTS 1998 OF JAAKKO PÖYRY GROUP OYJ TO THE MAIN LIST OF HELSINKI EXCHANGES

JAAKKO PÖYRY GROUP OYJ     Stock Exchange Announcement
                           March 26, 2002 at 3.00 p.m.         1(5)

C-WARRANTS 1998 OF JAAKKO PÖYRY GROUP OYJ TO THE MAIN LIST OF
HELSINKI EXCHANGES

All C-warrants of the Bond Loan with Warrants 1998 of Jaakko Pöyry
Group Oyj will be traded on the Helsinki Exchanges Main List as of
April 2, 2002. The 1998 C-warrants will be traded together with the
listed 1998 A/B-warrants.

The total number of C-warrants is 520 000. Each C-warrant entitles
its holder to subscribe for one (1) Jaakko Pöyry Group Oyj share. In
the aggregate, the C-warrants entitle holders to subscribe for
520 000 shares in Jaakko Pöyry Group Oyj. The shares can be
subscribed with the warrants from April 1, 2002 to April 30, 2005.
The share subscription price with warrants is EUR 9.62/share. The
dividends payable annually shall be deducted from the share
subscription price.

JAAKKO PÖYRY GROUP OYJ



Erkki Pehu-Lehtonen                 Teuvo Salminen
President and CEO                   Executive Vice President


Further information by:
Anne Viitala, Group General Counsel, Jaakko Pöyry Group Oyj
Tel. +358 9 8947 2811

www.poyry.com

DISTRIBUTION:
Helsinki Exchanges
Major media

Enclosure:
Terms and Conditions of the Bond Loan with Warrants 1998





















                                    Enclosure                  2(5)

TERMS AND CONDITIONS OF BOND LOAN WITH WARRANTS IN THE JAAKKO PÖYRY
GROUP

At its meeting on 30 March 1998 the Annual General Meeting of
Shareholders of Jaakko Pöyry Group Oyj (the "Company") resolved that
a bond loan with warrants be issued on the following terms and
conditions:

I TERMS AND CONDITIONS OF THE BOND LOAN

1. The amount of the bond loan and the unit size

The amount of the bond loan with warrants is thirteen million
(13 000 000) Finnish marks. Twenty-six thousand (26 000) bond
certificates in the nominal value of five hundred (500) Finnish
marks will be issued for the bond loan. To each bond certificate
will be attached fifty (50) warrant certificates, of which fifteen
(15) will be marked with the letter A, fifteen (15) with the letter
B and twenty (20) with the letter C.

2. Subscription rights

The bonds will be offered for subscription to the personnel of the
Jaakko Pöyry Group, to the members of the Board of Directors and to
a wholly-owned subsidiary of the Company specified by the Board of
Directors of the Company. The bond loan and the warrants may not,
with a few exceptions, be offered, sold or delivered, directly or
indirectly, in or into the United States. It is proposed that the
shareholders' pre-emptive right to subscription be disapplied, since
the bond loan with warrants is intended to form part of an incentive

program.

3. Term of the bonds

The bonds will be dated 15 May 1998. The term of the bonds is three
(3) years. The bond loan shall be repaid in one instalment on 15 May
2001.

4. Rate of issue

The rate of issue of the bond loan is one hundred (100) per cent.

5. Interest

An interest of three (3) per cent p.a. shall be paid on the loan.

6. Subscription of the bonds, acceptance of the subscriptions and
payment of the subscriptions

The bonds are offered for subscription during the period 14 April
1998 - 15 May 1998. The subscription shall take place at the head
office of Jaakko Pöyry Group Oyj in Vantaa. The Board of Directors
of the Company accepts the subscriptions. The maximum subscription
for others than for members of the Board of Directors employed by
                                                               3(5)

the company is 100 000 Finnish marks. A subscription can be accepted
in its entirety, in part or completely rejected. If the bond loan is
oversubscribed the Board of Directors will decide upon reductions of
the subscriptions. If the bond loan is undersubscribed the remaining
bond certificates will be given to a subsidiary of Jaakko Pöyry
Group Oyj for subscription.

The subscriber will be notified of the acceptance in writing. The
amount of the bond certificates shall by 5 June 1998 be paid to the
bank account assigned by the Company.

7. Prohibition of transfer and obligation to offer

The warrant certificates shall be kept by the Company until the
start of the subscription period. The subscriber shall have the
right to receive the warrant certificates at the start of the
relevant subscription period.

The warrant certificates are freely transferable when the relevant
share subscription period has begun. The Company may, as an
exception to the above, permit the transfer of a warrant certificate
also before such date. Such permission is granted by the Board of
Directors.

If the employment of the subscriber in the Jaakko Pöyry Group for
any other reason than the death or retirement of the employee ends
before 1 April 2002, the subscriber shall without delay without
compensation offer to the Company such warrant certificates where
the share subscription period mentioned above under section II.2 had
not begun when the employment ended.

II  TERMS AND CONDITIONS OF THE SHARE SUBSCRIPTION

1. The right to subscribe for new shares

Each warrant certificate entitles its holder to subscribe for one
(1) share in Jaakko Pöyry Group Oyj with the nominal value of five
(5) Finnish marks.  As a result of the
subscriptions the share capital of Jaakko Pöyry Group Oyj may be
increased by a maximum of 1 300 000 new shares, i.e., by a maximum
of 6 500 000 Finnish marks.

2. Share subscription and payment

The share subscription period starts
- for warrant certificate A on 1 April 2000
- for warrant certificate B on 1 April 2001
- for warrant certificate C on 1 April 2002

The share subscription period ends on 30 April 2005 for all warrant
certificates.



                                                               4(5)

The share subscription shall take place at the head office of Jaakko
Pöyry Group Oyj and possibly at another location to be determined
later. The shares shall be paid upon subscription.

3.  Share subscription price

The share subscription price shall be the trade volume weighted
average price in the Helsinki Stock Exchange of the Jaaako Pöyry
Group Oyj share during the period 27 February - 29 March 1998 with
an addition of nine (9) Finnish marks and rounded off upwards to the
nearest full mark. The share subscription price shall amount to a
minimum of sixty-five (65) Finnish marks. From the share
subscription price shall, as per the date when the relevant dividend
is available for payment, be deducted the amount of the dividend
distributed after 30 March 1998 but before the date of subscription
for shares. The share subscription price shall nevertheless always
amount to at least the nominal value of the share.

4. Registration of shares

Shares subscribed for and fully paid shall be registered in the book-
entry account of the subscriber.

5. Shareholder rights

Shares shall entitle to dividend for the financial year in which the
subscription takes place. Other shareholder rights shall commence
when the increase of the share capital has been entered into the
trade register.

6. Share issues, convertible bonds and warrants before share
subscription

Should the Company, before the subscription for shares, raise its
share capital through an issue of new shares, or issue new
convertible bonds or warrants, a warrant holder shall have the same
right as or an equal right to that of a shareholder. Equality is
reached in the manner determined by the Board of Directors by
adjusting the amount of shares available for subscription, the
subscription price or both of these.

Should the Company, before the subscription for shares, raise its
share capital by way of a bonus issue, the subscription ratio shall
be amended so that the ratio to the share capital of shares to be
subscribed for by virtue of warrant certificates remains unchanged.
If the number of shares that can be subscribed for by virtue of one
warrant certificate should be a fraction, the fractional part shall
be taken into account by reducing the subscription price.

7. The rights connected to the warrant certificate and the rights of
the holder of the bond in certain situations

If the Company reduces its share capital before the subscription for
shares, the subscription right of the warrant holder shall be

                                                               5(5)

adjusted accordingly as specified in the resolution to reduce the
share capital.

If the Company is placed in liquidation before the subscription for
shares, the warrant holder shall be given an opportunity to exercise
his subscription right before the liquidation begins within a period
of time determined by the Board of Directors.

If the Company is placed in liquidation during the term of the bond
loan, the bond loan will fall due in ninety (90) days from the date
when the liquidation was registered in the trade register.

If the Company resolves to merge in another company as the company
being acquired or in a company to be formed in a combination merger
or if the Company resolves to be divided, the warrant holder shall
before the merger or division be given the right to subscribe for
the shares within the period of time determined by the Board of
Directors. After such date no subscription right shall exist.

If the Company when the subscription period has begun resolves to
acquire its own shares by an offer made to all shareholders, the
warrant holder shall be made an equivalent offer. In other cases the
acquisition of the Company's own shares does not require the Company
to take any action in relation to the warrant holder. If according
to the Companies Act a redemption right is created for a shareholder
in relation to the shares of the other shareholders, the warrant
holder shall be given a right equal to that of the shareholders to
sell his shares to the shareholder holding the redemption right.

If the nominal value of the share is changed while the share capital
remains unchanged, the subscription terms shall be amended so that
the total nominal value of the shares to be subscribed for and the
total subscription price remain the same.

Converting the Company from a public company into a private company
will not affect the terms and conditions of the bond loan with
warrants.

8. Other issues

The Board of Directors may decide on the transfer of the bond
certificates and/or the warrant certificates to the book-entry
system at a later date and on the resulting technical amendments to
the terms and conditions of the bond loan with warrants. Other
matters related to the bond loan with warrants or the subscription
are decided on by the Board of Directors. The bond loan
documentation is kept available for inspection at the Company's head
office in Vantaa.