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STOCK EXCHANGE RELEASE 3 Mar 2004

DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF JAAKKO PÖYRY GROUP OYJ

JAAKKO PÖYRY GROUP OYJ     Stock Exchange Notice
                           March 3, 2004 at 5.45 p.m.          1(3)

DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF JAAKKO PÖYRY GROUP OYJ

The Annual General Meeting ("Annual Meeting") of Jaakko Pöyry Group Oyj
has on March 3, 2004 made the following decisions:

The Annual Meeting adopted Jaakko Pöyry Group Oyj's financial statements
and the consolidated statements and granted the members of the Board of
Directors, the company's President and CEO, and the Deputy to the
President and CEO discharge from liability for the financial year ended
December 31, 2003.

The Annual Meeting resolved that a dividend of EUR 1.00 be distributed
per outstanding share for the financial year 2003. The record date for
distribution of dividend is March 8, 2004 and the payment date is March
15, 2004.

The Annual Meeting further resolved that an additional dividend of EUR
0.50 be distributed per outstanding share. The record date for
distribution of the additional dividend is November 23, 2004 and the
payment date is November 30, 2004.

The Annual Meeting resolved that the Board of Directors consists of five
(5) ordinary members. The Annual Meeting re-elected the following
members to the Board of Directors: Henrik Ehrnrooth, 49, B.B.A., M.Sc.
(Forest Econ.); Matti Lehti, 56, Ph.D. (Econ.); Heikki Lehtonen, 44,
M.Sc. (Eng.); Harri Piehl, 63, M.Sc. (Eng.) and Franz Steinegger, 60,
LL.Lic., Attorney at Law. In its first meeting immediately following the
Annual Meeting, the Board of Directors elected Henrik Ehrnrooth as
Chairman and Heikki Lehtonen as Vice Chairman. Heikki Lehtonen and Matti
Lehti were elected as members of the Compensation and Audit Committee
and Henrik Ehrnrooth and Heikki Lehtonen as members of the Working
Committee.

KPMG Wideri Oy, Authorised Public Accountants, continues as Jaakko Pöyry
Group Oyj's auditors based on the resolution made in the Annual Meeting
on March 6, 2002.

Authorisation to increase the share capital

The Annual Meeting authorised the Board of Directors to decide to
increase the share capital by a new issue and/or by taking a convertible
loan and/or by issuing option rights so that based on the new issue, the
convertible bonds and the option rights the share capital can be
increased by a maximum of 1 000 000 euros by issuing for subscription a
maximum of 1 000 000 new shares at a price and on other terms to be
determined by the Board of Directors. The authorisation comprises the
right to deviate from the shareholders' pre-emptive subscription right
provided that the company has an important financial reason for the
deviation, such as strengthening the company's capital structure or
financing company acquisitions. Shares may also be subscribed for
against contribution in kind or by means of set-off. The authorisation
shall be in force until the next Annual General Meeting, however not
longer than one year from the decision of this Meeting.

Cancellation of the company's own shares held by the company

The Annual Meeting resolved to cancel the company's own shares acquired
before and held by the company on March 3, 2004, i.e. 162 700 own
shares, and to decrease the company's share capital by an amount

                                                               2(3)

corresponding to the total accounting par value of the cancelled shares,
i.e. by 162 700 euros.

Acquisition of the company's own shares

The Annual Meeting authorised the Board of Directors to decide to
acquire the company's own shares with funds distributable as profit on
the terms given below:

- The share acquisition reduces the company's distributable
shareholders' equity.
- The company's own shares can be acquired in order to strengthen the
company's capital structure, to be used as payment when the company
acquires assets related to the company's business or in possible company
acquisitions in a manner and to the extent decided by the Board of
Directors, and as part of the company's incentive programme.
- An aggregate of 660 000 shares may be acquired so that the aggregate
number of votes of own shares in the company's and its subsidiaries'
possession at any one time is less than 5 percent of the votes of all
shares in the company, and their aggregate accounting par value is less
than 5 percent of the company's share capital.
- Shares will be acquired in accordance with the Board of Directors'
decision either through public trading or by public offer at their
market price at the time of purchase.
- The authorisation shall be in force until the next Annual General
Meeting, however not longer than one year from the decision of this
Meeting.

Conveyance of the company's own shares

The Annual Meeting authorised the Board of Directors to convey a maximum
of 660 000 own shares held by the company, however so that the aggregate
accounting par value or aggregate voting rights of the conveyed shares
may not be more than 5 percent of the company's share capital or may not
represent more than 5 percent of all shares' votes, on the terms set out
below:

- The Board of Directors shall be authorised to decide to whom and in
which order own shares are conveyed. The Board of Directors shall be
entitled to decide on conveyance of own shares in an order deviating
from the shareholders' pre-emptive right to acquire own shares, provided
that the company has an important financial reason for the deviation,
such as an acquisition of assets related to the company's business or in
possible company acquisitions.
- The shares may be conveyed in public trading, as payment for
acquisitions of assets related to the company's business, as payment for
possible company acquisitions in a manner and to the extent decided by
the Board of Directors, or as part of the company's incentive programme.
- The shares shall be conveyed at a price at least equal to their market
price at the time of conveyance as determined in public trading.
- The authorisation shall be in force until the next Annual General
Meeting, however not longer than one year from the decision of this
Meeting.

Issue of stock options

The Annual Meeting decided to issue stock options to the management of
the Group as well as to a wholly-owned subsidiary of Jaakko Pöyry Group
Oyj. The shareholders' pre-emptive right to subscription may be deviated
from since the stock options form a part of the incentive and commitment

                                                               3(3)

programme for the key personnel of the Group. The number of stock
options issued shall be 550 000 and they are divided as follows:

-        165 000 stock options with the symbol 2004A,
-        165 000 stock options with the symbol 2004B, and
-        220 000 stock options with the symbol 2004C.

Each stock option entitles to subscribe for one share in the company.
The stock options entitle to subscription of a maximum of 550 000 shares
in Jaakko Pöyry Group Oyj. The stock options shall be gratuitously
distributed, by the resolution of the Board of Directors, to the
management employed by or to be recruited by the Group.

The share subscription price shall, for stock option 2004A, be the trade
volume weighted average quotation of the Jaakko Pöyry Group Oyj share on
the Helsinki Exchanges between April 1 and April 30, 2004 with an
addition of twenty (20) per cent, for stock option 2004B the trade
volume weighted average quotation of the Jaakko Pöyry Group Oyj share on
the Helsinki Exchanges between April 1 and April 30, 2005 with an
addition of twenty (20) per cent, and for stock option 2004C the trade
volume weighted average quotation of the Jaakko Pöyry Group Oyj share on
the Helsinki Exchanges between April 1 and April 30, 2006 with an
addition of twenty (20) per cent.

From the share subscription price of stock options shall, as per the
dividend record date, be deducted the amount of dividend paid after
April 1, 2004 but before the share subscription.

The share subscription period shall be

-         for stock option 2004A between March 1, 2007 and March 31,
 2010,
-         for stock option 2004B between March 1, 2008 and March 31,
2011, and
-         for stock option 2004C between March 1, 2009 and March 31,
2012.

As a result of the share subscriptions based on the 2004 stock options,
the share capital of Jaakko Pöyry Group Oyj may be increased by a
maximum of 550 000 euros and the number of shares by a maximum of
550 000 new shares.

JAAKKO PÖYRY GROUP OYJ



Erkki Pehu-Lehtonen                 Teuvo Salminen
President and CEO                   Deputy to President and CEO

Additional information by:
Satu Perälampi, Investor Relations Manager, Jaakko Pöyry Group Oyj
tel. +358 9 8947 3002, +358 40 526 3388
Anne Viitala, Group General Counsel, Jaakko Pöyry Group Oyj
tel. +358 9 8947 2811, +358 40 511 6151

www.poyry.com

DISTRIBUTION:
Helsinki Exchanges
Major media