Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Rectangle 212 + Rectangle 212 + Rectangle 212 Created with Sketch. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta. Twitter Created with Sketch Beta. Slice 1 Created with Sketch Beta. Slice 1 Created with Sketch Beta.

STOCK EXCHANGE RELEASE 19 Feb 1999

INVITATION TO JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING

The shareholders of Jaakko Pöyry Group Oyj are hereby invited to attend the Annual General Meeting, which will be held on Thursday March 18, 1999 at 4.00 p.m. at the Pöyry House, Jaakonkatu 3, 01620 Vantaa.

Agenda for the Annual General Meeting:

1. Matters to be dealt with in the Annual General Meeting according to Paragraph 12 of the Articles of Association.

2. The Board of Director's proposal for authorisation of the Board to issue new shares.

The Board of Directors proposes that the Annual General Meeting would authorise the Board 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 would be in force for one year.

3.The Board of Director's proposal for extending by one year the authorisation to acquire the company's own shares

The Board of Directors proposes that the Annual General Meeting would authorise the Board, as a continuation to the previously granted authorisation, to decide on the acquisition of the company's own shares with capital available for distribution of profit 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 the acquisition of assets connected to the company's business and in possible business transactions in the manner and to the extent decided by the Board of Directors.

- Shares are to be acquired so that a maximum of 685,000 of the company's own shares are subscribed.

- The shares shall be acquired according to the decision of the Board of Directors either by means of public trading on the Helsinki Stock 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.

4. The Board of Director's proposal for extending by one year the authorisation to sell the company's own shares

The Board of Directors proposes that the Annual General Meeting would authorise the Board to sell the company's shares acquired in accordance with the authorisation granted to the company on the following conditions:

- The authorisation shall apply 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 Stock Exchange.

- This authorisation shall be effective for one year from the decision by the Annual General Meeting.

The documents related to the Annual Accounts and copies of the Board of Directors' proposals concerning the matters described in items 2, 3 and 4 above and other documents to be dealt with in the meeting are available for examination by shareholders as of March 5, 1999 at the address given below. As of the said date, the company will on request send shareholders copies of the above-mentioned documents.

Right to Attend the Annual General Meeting

Shareholders entered into the share register maintained by the Finnish Central Securities Depository Ltd. not later than Friday March 12, 1999 shall have the right to attend the Annual General Meeting.

Shareholders wishing to attend the Annual General Meeting are requested to confirm their attendance by Wednesday March 17, 1999, 10.00 a.m. This can be done by telephone (09) 8947 2224/Marja Hülphers, by telefax (09) 878 5855 or by letter to Jaakko Pöyry Group Oyj, legal matters, Jaakonkatu 3, 01620 Vantaa.

Any proxies shall preferably be delivered when confirming the attendance to the Annual General Meeting.

Distribution of Dividends

The Board of Directors proposes to the Annual General Meeting that a dividend of FIM 2.00 per share be distributed for 1998 and that the dividend be paid on March 30, 1999. The dividend is payable to shareholders entered into the register of shareholders maintained by the Finnish Central Securities Depository Ltd. on March 23, 1999, which is the relevant record date set by the Board of Directors.

Vantaa, February 19, 1999

Jaakko Pöyry Group Oyj

Board of Directors

JAAKKO PÖYRY GROUP OYJ

Erkki Pehu-Lehtonen

Teuvo Salminen

For more information, please contact:

Kari Heliö, General Counsel telephone +358 9 8947 2443

DISTRIBUTION

Helsinki Stock Exchange

Major media

PROPOSAL OF THE BOARD OF DIRECTORS FOR AUTHORISATION OF THE BOARD TO ISSUE NEW SHARES

The Board of Directors proposes that the Annual General Meeting would authorise the Board 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 would be in force for one year.

Vantaa, February 17, 1999

Board of Directors

PROPOSAL OF THE BOARD OF DIRECTORS FOR EXTENDING BY ONE YEAR THE AUTHORISATION TO ACQUIRE THE COMPANY´S OWN SHARES

The Board of Directors proposes that the Annual General Meeting would authorise the Board, as a continuation to the previously granted authorisation, to decide on the acquisition of the company's own shares with capital available for distribution of profit 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 the acquisition of assets connected to the company's business and in possible business transactions in the manner and to the extent decided by the Board of Directors.

- Shares are to be acquired so that a maximum of 685,000 of the company's own shares are subscribed.

- The shares shall be acquired according to the decision of the Board of Directors either by means of public trading on the Helsinki Stock 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.

Vantaa, February 17, 1999

Board of Directors

PROPOSAL OF THE BOARD OF DIRECTORS FOR EXTENDING BY ONE YEAR THE AUTHORISATION TO SELL THE COMPANY´S OWN SHARES

The Board of Directors proposes that the Annual General Meeting would authorise the Board to sell the company's shares acquired in accordance with the authorisation granted to the company on the following conditions:

- The authorisation shall apply 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 Stock Exchange.

- This authorisation shall be effective for one year from the decision by the Annual General Meeting.

Vantaa, February 17, 1999

Board of Directors