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STOCK EXCHANGE RELEASE 10 Feb 2004

NOTICE OF JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING

JAAKKO PÖYRY GROUP OYJ     Stock Exchange Notice
                           February 10, 2004 at 9.00 a.m.      1(4)

NOTICE OF JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING

Notice is given to the shareholders of Jaakko Pöyry Group Oyj of the
Annual General Meeting ("Meetingö) to be held on Wednesday, March 3,
2004 at 4.00 p.m. at the Pöyry House, Jaakonkatu 3, 01620 Vantaa,
Finland.

The following matters will be on the agenda of the Meeting:

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

2. Proposal by the Board of Directors to authorise the Board of
Directors to decide to increase the share capital

The Board of Directors proposes that the Meeting authorise 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 Board of Directors proposes that the authorisation of the Board of
Directors comprise 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. It is proposed that
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.

3. Proposal by the Board of Directors to cancel the company's own shares
held by the company

The Board of Directors proposes that the Meeting resolve to cancel the
company's own shares acquired before and held by the company on March 3,
2004, i.e. a minimum of 162 700 and a maximum of 689 500 own shares, and
to decrease the company's share capital by an amount corresponding to
the total accounting par value of the cancelled shares, i.e. by a
minimum of 162 700 euros and a maximum of 689 500 euros.

4. Proposal by the Board of Directors to authorise the Board of
Directors to acquire the company's own shares

The Board of Directors proposes that the Meeting authorise 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 and 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. A
maximum of 660 000 own shares will be acquired. The company's own shares
will be acquired in accordance with the Board of Directors' decision
either through public trading or by public offer at their market price
                                                               2(4)

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.

5. Proposal by the Board of Directors to authorise the Board of
Directors to convey the company's own shares

The Board of Directors proposes that the Meeting authorise the Board of
Directors to convey the company's own shares held by the company at any
one time. The authorisation is proposed to encompass no more than
660 000 shares. The Board of Directors proposes that the authorisation
comprise the right to decide to whom and in which order own shares held
are conveyed, and 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 General Meeting, however not longer than
one year from the decision of this Meeting.

6. Proposal by the Board of Directors to issue stock options

The Board of Directors proposes that the Meeting decide to issue stock
options to the management of the Group as well as to a wholly-owned
subsidiary of Jaakko Pöyry Group Oyj. It is proposed that the
shareholders' pre-emptive right to subscription be deviated from since
the stock options form a part of the incentive and commitment 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.

The stock options entitle to subscription of a maximum of 550 000 shares
in Jaakko Pöyry Group Oyj.

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.
                                                               3(4)

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.

7. Proposal by the Board of Directors for distribution of dividends

The Board of Directors proposes to the Meeting that a dividend of 1.00
euros per share be distributed for the year 2003. The Board of Directors
proposes that the dividend be paid on March 15, 2004. The dividend is

payable to shareholders entered into the Shareholder Register maintained
by Finnish Central Securities Depository Ltd. on the record date March
8, 2004 set by the Board of Directors.

Due to the Group's good liquidity the Board of Directors further
proposes that an additional dividend of 0.50 euros per share be
distributed. The Board of Directors proposes that the dividend be paid
on November 30, 2004. The additional dividend is payable to shareholders
entered into the above-mentioned Shareholder Register on the record date
November 23, 2004 set by the Board of Directors.

Annual accounts and proposals by the Board of Directors

The annual accounts of Jaakko Pöyry Group Oyj and copies of the Board of
Directors' proposals concerning items 2-6 above including appendices and
other documents to be dealt with at the Meeting will be available on the
Jaakko Pöyry Group website at www.poyry.com/agm2004 as of Tuesday,
February 10, 2004. In addition, the said documents are available for
examination by the shareholders as of Wednesday, February 25, 2004 at
the address given below, and they will be available at the Meeting.
Copies of the documents will be sent to shareholders upon request.

Right to attend and vote at the Meeting

In order to attend and have the right to vote at the Meeting, the
shareholder

a) must be entered in the Shareholder Register maintained by Finnish
Central Securities Depository Ltd on Friday, February 20, 2004, and
b) must give notice to attend the Meeting by Monday, March 1, 2004 at 1
p.m. Finnish time.

Registration in the Shareholder Register

The shareholder in whose name the shares are registered is automatically
registered in the Shareholder Register. Foreign shareholders holding
nominee-registered shares who wish to attend the Meeting can temporarily
be registered in the Shareholder Register. Such registration shall be
made on Friday, February 20, 2004 at the latest. For temporary
registration, foreign shareholders must contact their account operator.

Notice to attend

A shareholder wishing to attend the Meeting must give notice to attend
the Meeting either

a) by filling in the registration form at the Jaakko Pöyry Group website
www.poyry.com/agm2004,
b) by telephone +358 9 8947 2224 Monday through Friday between 9 a.m.
and 4 p.m. Finnish time,
                                                               4(4)

c) by email to marja.hulphers@poyry.fi,
d) by telefax +358 9 878 1816, or
e) by letter to Jaakko Pöyry Group Oyj, Legal Department/AGM, Jaakonkatu
3, FIN-01620 Vantaa, Finland.

The notice must be at the company's disposal no later than 1 p.m.
Finnish time on Monday, March 1, 2004.

Delivery of proxies

Proxies for representing a shareholder at the Meeting shall be submitted
to the company no later than 1 p.m. Finnish time on Monday, March 1,
2004.


We wish all our shareholders welcome to the Meeting.

Vantaa, February 9, 2004

Jaakko Pöyry Group Oyj
The Board of Directors


JAAKKO PÖYRY GROUP OYJ



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

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

www.poyry.com

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