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STOCK EXCHANGE RELEASE 7 Feb 2003

NOTICE OF JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING

JAAKKO PÖYRY GROUP OYJ     Stock Exchange Notice
                           February 7, 2003 at 9.00 a.m.       1(6)

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 5, 2003 beginning at 4.00 p.m. at the Pöyry House,
Jaakonkatu 3, 01620 Vantaa, Finland.

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 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 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. 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
689 500 shares, which is less than 5 per cent of the company's share
capital and of all votes. The said 689 500 own shares include those own
shares acquired by the company pursuant to the resolution to authorise
the acquisition of own shares made by the Annual General Meeting on
March 6, 2002. At the date of this notice of the Annual Meeting, the
company holds 10 000 own shares acquired pursuant to the aforementioned
authorisation. 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
                                                               2(6)

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

4. 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 689 500 shares, which is less than 5 per cent of the
company's share capital and of all votes of all shares. The said 689 500
own shares include those own shares acquired by the company pursuant to
the resolution to authorise the acquisition of own shares made by the
Annual General Meeting on March 6, 2002. At the date of this notice of
the Annual Meeting, the company holds 10 000 own shares acquired
pursuant to the aforementioned authorisation. 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.

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

The Board of Directors proposes to the Annual Meeting that a dividend of
EUR 0.60 per share be distributed for the year 2002. The dividend is
payable to shareholders entered into the Shareholder Register maintained
by the Finnish Central Securities Depository Ltd. on the record date,
March 10, 2003, 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 and 4 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 26, 2003 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 a record
day according to the rules of the Finnish Central Securities Depository,
the right to attend the Annual Meeting is determined in accordance with
the preceding record day, i.e. by Friday, February 21, 2003. Foreign
shareholders holding nominee-registered shares who wish to participate
in the Annual Meeting can temporarily be registered in the shareholder
                                                               3(6)

register. Such registration takes place on Friday, February 21, 2003.
For temporary registration, foreign shareholders shall contact their
custodian.

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 3, 2003. Please register either by
telephone at +358 9 8947 2224, by e-mail to marja.hulphers@poyry.fi, by
fax at +358 9 878 1816 or by letter to Jaakko Pöyry Group Oyj, Legal
Department, P.O. Box 4, FIN-01621 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 6, 2003

Jaakko Pöyry Group Oyj
The Board of Directors


JAAKKO PÖYRY GROUP OYJ



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


Additional information by:
Anne Viitala, Group General Counsel, Jaakko Pöyry Group Oyj
Tel. +358 9 8947 2811
Satu Perälampi, Investor Relations, Jaakko Pöyry Group Oyj
Tel. +358 9 8947 3002

www.poyry.com

DISTRIBUTION:
Helsinki Exchanges
Major media















                                                               4(6)

Enclosure 1

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

The Board of Directors proposes that the Annual Meeting authorise 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(6)

Enclosure 2

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

The Board of Directors proposes that the Annual Meeting authorise 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 689 500 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 per cent of the votes of all
shares in the company, and their aggregate accounting par value is less
than 5 per cent of the company's share capital. The said 689 500 shares
include those own shares acquired by the company pursuant to the
resolution to authorise the acquisition of own shares made by the Annual
General Meeting on March 6, 2002. At the date of this notice of the
Annual Meeting, the company holds 10 000 own shares acquired pursuant to
the aforementioned authorisation.

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.











                                                               6(6)

Enclosure 3

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

The Board of Directors proposes that the Annual Meeting authorise 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 per cent of the company's share
capital or may not represent more than 5 per cent of all shares' votes
i.e. a maximum of 689 500 shares, on the terms set out below.

The said 689 500 own shares include those own shares acquired by the
company pursuant to the resolution to authorise the acquisition of own
shares made by the Annual General Meeting on March 6, 2002. At the date
of this notice of the Annual Meeting, the company holds 10 000 own
shares acquired pursuant to the aforementioned authorisation.

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
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.