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STOCK EXCHANGE RELEASE 3 Feb 2006

NOTICE OF JAAKKO PÖYRY GROUP OYJ'S ANNUAL GENERAL MEETING

JAAKKO PÖYRY GROUP OYJ     Stock Exchange Notice
                           February 3, 2006 at 9.00 a.m.       1(4)


Notice is given to the shareholders of Jaakko Pöyry Group Oyj of the
Annual General Meeting ("Meeting") to be held on Tuesday, March 7, 2006
at 3.00 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 split the Company's share and
amend the terms and conditions of the stock options

The Board of Directors proposes that the Meeting decide to increase the
number of the shares of the Company in proportion to the ownership of
the shareholders without increasing the share capital ("share split").
It is proposed to realise the share split so that all shares of the
Company with an accounting par value of one (1.00) euro will be split so
that each share will entitle to four (4) new shares with an accounting
par value of 0.25 euros each.

The share split will be implemented in the book-entry system and it does
not require any measures from the shareholders.

Due to the share split, the terms and conditions of the stock options
2004 will be amended accordingly. Each stock option will entitle to
subscribe for four (4) shares of the Company with an accounting par
value of 0.25 euros each and the total subscription price will remain
unchanged.

3. 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 in one or more
tranches 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 2 800 000 euros by issuing for subscription a maximum of
2 800 000 new shares (no more than 11 200 000 new shares after the share
split) 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. The authorisation can be used in
order to strengthen the Company's capital structure, to broaden the
Company's ownership, to be used as payment in corporate acquisitions or
when the Company acquires assets relating to its business, as part of
the Company's incentive programmes and for other similar purposes. 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.
                                                               2(4)

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 acquisition of
shares 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 in corporate
acquisitions or when the Company acquires assets related to its business
and as part of the Company's incentive programmes in a manner and to the
extent decided by the Board of Directors, and to be transferred for
other purposes or to be cancelled. A maximum of 1 400 000 own shares (no
more than 5 600 000 new shares after the share split) 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.

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
1 400 000 shares (no more than 5 600 000 new shares after the share
split). 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
provided that the Company has an important financial reason for the
deviation. The authorisation can be used in order to strengthen the
Company's capital structure, to broaden the Company's ownership, to be
used as payment in corporate acquisitions or when the Company acquires
assets relating to its business, as part of the Company's incentive
programmes and for other similar purposes. The shares may also be
conveyed in public trading. 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. Otherwise, the Board of Directors is
authorised to decide the price and the basis for determining the price
of the own shares, the conveyance of the own shares against other than
monetary consideration or using the right of set-off as well as other
matters related to the conveyance of own shares. 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 for distribution of dividends

The Board of Directors proposes to the Meeting that a dividend of 1.30
euros per share before the share split be distributed for the year 2005.
The Board of Directors proposes that the dividend be paid on March 17,
2006. The dividend is payable to shareholders entered into the
Shareholder Register maintained by Finnish Central Securities Depository
Ltd. on the record date March 10, 2006 set by the Board of Directors.

7. Composition and fees of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors
proposes to the Meeting that the number of members of the Board of

                                                               3(4)

Directors be seven and that the present Board members Henrik Ehrnrooth,
Matti Lehti, Heikki Lehtonen, Harri Piehl, Karen de Segundo and Franz
Steinegger be re-elected until the closing of the following Annual
General Meeting. Furthermore, the Committee proposes that Pekka Ala-
Pietilä, B.Sc.(Econ.) be elected as new member of the Board for the same
term. Pekka Ala-Pietilä has held several positions in Nokia Corporation,
most recently President of Nokia Corporation. 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 35 000 euros for a member, 45 000 euros for the Vice
Chairman and 55 000 euros for the Chairman of the Board, and the annual
fee of the members of the committees of the Board of Directors be 10 000
euros. In addition, the Committee proposes that the Meeting authorise
the Board of Directors to decide about an additional fee of not more
than 10 000 euros per annum for each of the foreign residents of the
Board of Directors. The authorisation shall be in force until the next
Annual General Meeting, however not longer than one year from the
decision of this Meeting

Annual accounts and proposals by the Board of Directors

The notice concerning annual accounts 2005 of Jaakko Pöyry Group Oyj and
copies of the Board of Directors' proposals concerning items 2-5 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/agm2006 as of Friday, February 3, 2006. In addition, the
documents relating to the financial statements and the proposals of the
Board of Directors are available for examination by the shareholders as
of Monday, February 27, 2006 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 Friday,
February 24, 2006, and
b)       must give notice to attend the Meeting by Monday, March 6,
2006 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 Friday, February 24, 2006 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
                                                               4(4)

a)       by filling in the registration form at the Jaakko Pöyry Group
website www.poyry.com/agm2006,
b)       by telephone +358 9 8947 2224 (Helena Küttner) 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 Monday, March 6, 2006.

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 Monday, March 6,
2006.

We wish our shareholders welcome to the Meeting.

Vantaa, February 2, 2006

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

www.poyry.com

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