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STOCK EXCHANGE RELEASE 3 Feb 2005

NOTICE OF JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING

JAAKKO PÖYRY GROUP OYJ     Stock Exchange Notice
                           February 3, 2005 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 ("Meeting") to be held on Thursday, March 3, 2005
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 EUR 1 000 000 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 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 700 000 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
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.

4. 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

                                                               2(4)

one time. The authorisation is proposed to encompass no more than
700 000 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.

5. Proposal by the Board of Directors for the merger of Jaakko Pöyry
Consulting Oy into Jaakko Pöyry Group Oyj

The Board of Directors proposes that the Meeting decide on the merger of
Jaakko Pöyry Consulting Oy into Jaakko Pöyry Group Oyj. The purpose of
the merger is the incorporation of business activities of Jaakko Pöyry
Consulting Oy and Jaakko Pöyry Group Oyj in order to clarify the Group
structure and to simplify administration.

According to the merger plan approved by the Boards of Directors of the
companies participating in the merger, merger consideration will not be
disbursed to the shares of Jaakko Pöyry Consulting Oy owned by its
parent company, Jaakko Pöyry Group Oyj. The consideration for the other
shareholders of Jaakko Pöyry Consulting Oy will be disbursed in new
shares issued by Jaakko Pöyry Group Oyj in such a manner that in
exchange for one share of Jaakko Pöyry Consulting Oy, approximately 52.2
shares of Jaakko Pöyry Group Oyj will be issued as merger consideration.
The merger consideration has been determined on the basis of the value
of Jaakko Pöyry Consulting Oy in proportion to the average rate market
value of the share of Jaakko Pöyry Group Oyj. No specific valuation
problems relate to the consideration. In order to disburse the merger
consideration Jaakko Pöyry Group Oyj will increase its share capital by
a maximum of EUR 47 735.

According to the preliminary timetable of the merger plan, the merger
permit will be registered and the merger will take effect on August 31,
2005.

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

The Board of Directors proposes to the Meeting that a dividend of EUR
1.20 per share be distributed for the year 2004. The Board of Directors
proposes that the dividend be paid on March 15, 2005. The dividend is
payable to shareholders entered into the Shareholder Register maintained
by Finnish Central Securities Depository Ltd. on the record date March
8, 2005 set by the Board of Directors.

7. Composition and fees of the Board of Directors

The Nomination, Compensation and Audit Committee of the Board of
Directors proposes to the Meeting that the number of members of the
Board of Directors be six and that the present Board members Henrik
Ehrnrooth, Matti Lehti, Heikki Lehtonen, Harri Piehl and Franz
Steinegger be re-elected until the closing of the following Annual
General Meeting. Furthermore, the Committee proposes that Karen de

                                                               3(4)

Segundo be elected as new member of the Board for the same term. Karen
de Segundo is the CEO of Shell International Renewables B.V. and
President of Shell Hydrogen in the Hague in the Netherlands. All
candidates have given their consent to the election.

The Committee proposes that the annual fees of the members of the Board
of Directors be EUR 35 000 for a member, EUR 45 000 for the Vice
Chairman and EUR 55 000 for the Chairman of the Board. In addition, the
Committee proposes that the Meeting authorise the Board of Directors to
decide about an additional fee of not more than EUR 10 000 per annum for
each of the foreign residents of 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
proposals of the Board of Directors concerning items 2-5 above and other
documents to be dealt with at the Meeting will be available on the
Jaakko Pöyry Group website at www.poyry.com/agm2005 as of Thursday,
February 3, 2005. In addition, the said documents are available for
examination by the shareholders as of Friday, February 25, 2005 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 of the company maintained
by Finnish Central Securities Depository Ltd on Monday, February 21,
2005, and
b) must give notice to attend the Meeting by Wednesday, March 2, 2005 at
12 noon Finnish time.

Registration in the Shareholder Register

The shareholder in whose name the shares are registered is automatically
registered in the Shareholder Register of the company. 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 Monday, February 21, 2005 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 to the company either
a) by filling in the registration form at the Jaakko Pöyry Group website
www.poyry.com/agm2005,
b) by telephone +358 9 8947 2224 Monday through Friday between 9 a.m.
and 4 p.m. Finnish time,
c) by telefax +358 9 878 1816, or
d) by letter to Jaakko Pöyry Group Oyj, Legal Department/AGM, Jaakonkatu
3, FI-01620 Vantaa, Finland.

The notice must be at the company's disposal no later than at 12 noon
Finnish time on Wednesday, March 2, 2005.


                                                               4(4)

Delivery of proxies

Proxies for representing a shareholder at the Meeting shall be submitted
to the company no later than at 12 noon Finnish time on Wednesday, March
2, 2005.

We wish all our shareholders welcome to the Meeting.

Vantaa, February 2, 2005

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

www.poyry.com

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