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STOCK EXCHANGE RELEASE 5 Mar 2003

DECISIONS MADE BY THE ANNUAL MEETING OF JAAKKO PÖYRY GROUP OYJ

JAAKKO PÖYRY GROUP OYJ     Stock Exchange Notice
                           March 5, 2003 at 5.45 p.m.          1(2)

DECISIONS MADE BY THE ANNUAL MEETING OF JAAKKO PÖYRY GROUP OYJ

The Annual General Meeting ("Annual Meetingö) of Jaakko Pöyry Group Oyj
has on March 5, 2003 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, 2002.

The Annual Meeting decided that a dividend of EUR 0.60 be distributed
per outstanding share, i.e. a total amount of EUR 8 257 020.60 for the
financial year 2002. The closing date for distribution of dividend is
March 10, 2003 and the payment date is March 17, 2003.

The Annual Meeting decided 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, 55, Ph.D. (Econ.); Heikki Lehtonen, 43,
M.Sc. (Eng.); Harri Piehl, 62, M.Sc. (Eng.) and Franz Steinegger, 59,
LL.Lic., Attorney at Law. Olle Alsholm, 65, M.Sc. (Chem.Eng.) and Jaakko
Pöyry, 78, Dr. Tech. h.c., have announced that they would not be
available for re-election. In its first meeting immediately following
the Annual Meeting, the Board of Directors elected Henrik Ehrnrooth as
Chairman and Heikki Lehtonen as Vice Chairman. In the same meeting the
Board of Directors invited Jaakko Pöyry, Dr. Tech. h.c. as Emeritus
Chairman of the Board of Directors.

KPMG Wideri Oy, Authorized 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 issue new shares

The Annual Meeting authorised the Board of Directors to decide on an
increase of 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 EUR 1 000 000 by issuing for subscription a
maximum of 1 000 000 new shares upon 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 the company has an important financial reason for the deviation,
such as strengthening of the company's capital structure, financing
company acquisitions or implementing co-operation arrangements. The
authorisation is in force until the next Annual Meeting, however not
longer than one year from the decision of this Annual Meeting.

Acquisition of the company's own shares

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

- The share acquisition reduces the 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, in possible company

                                                               2(2)

acquisitions in the manner and to the extent decided by the Board of
Directors, and as part of the company's incentive programme.
- The permitted aggregate amount of own shares in the possession of the
company at any given time shall be 689 500 shares, which is less than 5
per cent of the company's share capital and of all the votes of all
shares. The said 689 500 own shares include those 29 900 own shares
acquired by the company pursuant to the resolution to authorise the
acquisition of own shares made by the Annual Meeting on March 6, 2002.
- Shares will be acquired by the Board of Directors' decision either
through public trading or by public offer at their market price at the
time of purchase.
- The authorisation is in force until the next Annual Meeting, however
not longer than one year from the decision of this Annual Meeting.

Conveyance of the company's own shares

The Annual Meeting authorised the Board of Directors to convey the
company's own shares in the company's possession at any one time on the
following terms:
- The authorisation is proposed to encompass no more than 689 500
shares, which is less than 5 per cent of the company's share capital and
of all the votes of all shares. The said 689 500 own shares include
those 29 900 own shares acquired by the company pursuant to the
resolution to authorise the acquisition of own shares made by the Annual
Meeting on March 6, 2002.
- The Board of Directors was authorised to decide to whom and in which
order own shares held 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.
- The shares may be conveyed as payment for acquisition of assets
related to the company's business, for possible company acquisitions in
the manner and to the extent decided by the Board of Directors, and as
part of the company's incentive programme.
- The shares shall be conveyed at least at their market price at the
time of conveyance as determined in public trading.
- The authorisation is in force until the next Annual Meeting, however
not longer than one year from the decision of this Annual Meeting.

JAAKKO PÖYRY GROUP OYJ



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

Additional information by:
Satu Perälampi, Investor Relations, 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
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