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 8 Feb 2002

NOTICE OF JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING

JAAKKO PÖYRY GROUP OYJ     Stock Exchange Notice
                           February 8, 2002 at 9.00 a.m.       1(7)

NOTICE OF JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING

The shareholders of Jaakko Pöyry Group Oyj are hereby convened to
the Annual General Meeting of Shareholders ("Annual Meeting") to be
held on Wednesday, March 6, 2002 beginning at 4.00 p.m. at the Pöyry
House, Jaakonkatu 3, 01620 Vantaa.

Agenda for the Annual Meeting:

1. Items to be dealt with at the Annual Meeting pursuant to the
Companies Act and Section 12 of the Articles of Association

2. The Board of Directors' Proposal for an Authorisation to Issue
New Shares

The Board of Directors proposes that the Board of Directors be
authorised 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 1,000,000
euros 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 right provided that the
company has an important financial reason for the deviation, such as
strengthening the company's capital structure, financing company
acquisitions or implementing co-operation arrangements. It is
proposed that shares may also be subscribed against contribution in
kind or by means of set-off. The authorisation shall be in force
until the next Annual Meeting, however not longer than one year from
the decision of this Annual Meeting.

3. The Board of Directors' Proposal to Invalidate Own Shares in the
Company's Possession

The Board of Directors proposes that the Annual Meeting decides to
invalidate all own shares acquired by and in the possession of the
company before March 5, 2002, i.e. a minimum of 309,300 and a
maximum of 686,214 own shares, and to reduce the company's share
capital with an amount corresponding to the total accounting par
value of the invalidated shares, that is by a minimum of 309,300 and
a maximum of 686,214 euros.

4. The Board of Directors' Proposal to Acquire Own Shares

The Board of Directors proposes that the Board of Directors be
authorised 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 thecompany's distributable shareholders'
equity. The company's own shares can be acquired in order to
strengthen the company's capital structure, and to be used as
payment when the company acquires assets related to the company's
business, in 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 share acquisition shall be
realised so that the aggregate amount of own shares in the
possession of the company at any one time shall not exceed 662,332
shares, which is less than 5 percent of the company's share capital


                                                               2(7)

and of all votes. 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 Meeting,
however not longer than one year from the decision of this Annual
Meeting.

5. The Board of Directors' Proposal to Convey Own Shares

The Board of Directors' proposes that the Board of Directors be
authorised to convey the company's own shares in the company's
possession at any one time. The authorisation is proposed to
encompass no more than 662,332 shares, which is less than 5 percent
of the company's share capital and of all votes of all shares. The
Board of Directors shall be 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 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 Meeting,
however not longer than one year from the decision of this Annual
Meeting.

6. The Board of Directors' Proposal for Distribution of Dividends

The Board of Directors proposes to the Annual Meeting that a
dividend of 0.60 euros per share be distributed for the year 2001.
The dividend is payable to shareholders entered into the Shareholder
Register maintained by the Finnish Central Securities Depository
Ltd. on the record date, March 11, 2002 set by the Board of
Directors. The dividend will be paid on the fifth banking day
following the record date.

Documents relating to the annual accounts and copies of the Board of
Directors' proposals concerning the above items 2, 3, 4 and 5
including appendices and other documents to be dealt with at the
Annual Meeting will be available for examination by the shareholders
as of Wednesday, February 27, 2002 at the address given below. From
the said date, the company will on request mail copies of the above-
mentioned documents to the shareholders.

Shareholders entered no later than 10 days prior to the Annual
Meeting into the Shareholder Register maintained by the Finnish
Central Securities Depository Ltd. have the right to attend and
exercise voting rights at the Annual Meeting. As the aforementioned
day is not according to the rules of the Finnish Central Securities
Depository a record day, the right to attend the Annual Meeting is
determined in accordance with the preceding record day, i.e. by
Friday, February 22, 2002. Foreign shareholders holding nominee-
registered shares who wish to participate in the Annual Meeting can
temporarily be registered in the shareholder register. Such
registration takes place on Friday, February 22, 2002. For temporary
registration, foreign shareholders shall contact their custodian.



                                                               3(7)

Shareholders wishing to attend the Annual Meeting are requested to
register their attendance with the company's headquarters no later
than by 12:00 a.m., Monday, March 4, 2002. Please register either by
telephone at +358 9 8947 2224, by email to
marja.hulphers@poyry.fi, by fax at +358 9 878 1816 or by letter
to Jaakko Pöyry Group Oyj, Legal Department, Jaakonkatu 3, FIN-01620
Vantaa, Finland. Proxies shall be submitted when registering
attendance at the Annual Meeting.

We wish all our shareholders welcome to the Annual Meeting.

Vantaa, February 7, 2002

Jaakko Pöyry Group Oyj
The Board of Directors


JAAKKO PÖYRY GROUP OYJ



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


For additional information, please contact:
Anne Viitala, General Counsel, Jaakko Pöyry Group Oyj
Tel. +358 9 8947 2811
Satu Lyytinen, Investor Relations, Jaakko Pöyry Group Oyj
Tel. +358 9 8947 3002

www.poyry.com

DISTRIBUTION
Helsinki Exchanges
Major media




























                                                               4(7)
Enclosure 1

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

The Board of Directors proposes that the Annual Meeting authorises
the Board of Directors to decide on the increase of 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 on terms otherwise to
be determined by the Board of Directors.

The Board of Directors shall be entitled 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, financing company
acquisitions or implementing co-operation arrangements. It is
proposed that shares may also be subscribed against contribution in
kind or by means of set-off.

The Board of Directors is authorised to deviate from the
shareholders' pre-emptive subscription right so that, with regard to
the total amount of the increase and the total number of votes
attached to the shares to be issued, the valid unused authorisations
may correspond to a maximum of one-fifth of the registered share
capital and the aggregate number of votes attached to the shares at
the time of the authorisation by the General Meeting and the
decision by the Board of Directors to increase the share capital.

The authorisation shall be in force until the next Annual Meeting,
however not longer than one year from the decision of this Annual
Meeting.

The decision by the Annual Meeting shall be supported by
shareholders with at least two-thirds of the votes cast and the
shares represented at the meeting.
























                                                               5(7)
Enclosure 2

THE BOARD OF DIRECTORS' PROPOSAL TO INVALIDATE OWN SHARES IN THE
COMPANY'S POSSESSION

The Board of Directors proposes that the Annual Meeting decides to
invalidate all own shares acquired by and in the possession of the
company before March 5, 2002 i.e. a minimum of 309,300 and a maximum
of 686,214 own shares, and to reduce the company's share capital
with an amount corresponding to the total accounting par value of
the invalidated shares, that is by a of a minimum of 309,300 and a
maximum of 686,214 euros.

The company has acquired the shares to be invalidated in public
trading at their market price at the time of acquisition. The
invalidation is without consideration and concerns only own shares
in the company's possession. The acquisition price for the shares is
deducted from the company's unrestricted equity. The company's
restricted equity is not diminished since the accounting par value
of the invalidated shares is transferred from the share capital to
the premium fund.

The invalidation of shares does not affect the division of
shareholding or voting powers in the company as the shares to be
invalidated are in the possession of the company.

The decision by the Annual Meeting shall be supported by
shareholders with at least two-thirds of the votes cast and the
shares represented at the meeting.
































                                                               6(7)
Enclosure 3

THE BOARD OF DIRECTORS' PROPOSAL FOR AUTHORISATION TO ACQUIRE THE
COMPANY'S OWN SHARES

The Board of Directors proposes that the Annual Meeting authorises
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 company's distributable
shareholders' equity.

The company's own shares can be acquired in order to strengthen the
company's capital structure, and to be used as payment when the
company acquires assets related to the company's business, in
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.

An aggregate of 662,332 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. As the acquisition takes place
in public, neither the order of acquisition nor the effect of the
acquisition on the distribution of ownership and voting rights in
the company nor the distribution of ownership and votes among
persons belonging to the inner circle of the company, is known in
advance.

The authorisation shall be in force until the next Annual Meeting,
however not longer than one year from the decision of this Annual
Meeting.

The decision by the Annual Meeting shall be supported by
shareholders with at least two-thirds of the votes cast and the
shares represented at the meeting.






















                                                               7(7)
Enclosure 4

THE BOARD OF DIRECTORS' PROPOSAL FOR AUTHORISATION TO CONVEY THE
COMPANY'S OWN SHARES

The Board of Directors proposes that the Annual Meeting authorises
the Board of Directors to convey own shares in the company's
possession at any one time, the aggregate accounting par value or
aggregate voting rights of which 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, i.e. a maximum of 662,332 shares, on the
following terms:

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, or as payment for
acquisitions of assets related to the company's business as payment
for possible company acquisitions in the 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 Meeting,
however not longer than one year from the decision of this Annual
Meeting.

The decision by the Annual Meeting shall be supported by
shareholders with at least two-thirds of the votes cast and the
shares represented at the meeting.