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PRESS RELEASE 13 Feb 2001

NOTICE OF JAAKKO PÖYRY GROUP OYJ'S ANNUAL MEETING OF SHAREHOLDERS


The shareholders of Jaakko Pöyry Group Oyj are hereby convened to the Annual General Meeting of Shareholders ("Annual Meeting?) to be held on Thursday, March 8, 2001 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 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 of the company's capital structure, financing of company acquisitions or implementation of 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 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 as well as in possible company acquisitions in the manner and to the extent decided by the Board of Directors. The permitted aggregate amount of own shares in the possession of the company at any given time shall be 686,214 shares, which is less than 5 percent of the company's share capital and of all the votes of all shares. Shares will be acquired by 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.

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 from time to time. The authorisation is proposed to encompass no more than 686,214 shares, which is less than 5 percent of the company's share capital and of all the 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 as-sets related to the company's business or for possible company acquisitions in the manner and to the extent decided by the Board of Directors. The shares shall be conveyed at 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 to Amend the Articles of Association

The Board of Directors proposes that Sections 10 and 12 of the Articles of Association be amended so that as the company's auditors may be elected one certified public auditing company on a term until further notice and that the first and the third sentence of Section 11 be amended to correspond with current legislation so that the latest date for registration of attendance at a General Meeting of Shareholders may not be earlier than ten days prior to the meeting and so that the notice to convene a General Meeting shall be issued no later than seventeen days prior to the 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 2000. The dividend is payable to shareholders entered into the Shareholder Register maintained by the Finnish Central Securities Depository Ltd. on the record date, March 13, 2001, 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 Thursday, March 1, 2001 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 on Monday, February 26, 2001 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. 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 Monday, February 26, 2001. 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., Tuesday, March 6, 2001. Registration can be done by telephone at +358 (0)9 8947 2224, by email to , by fax at +358 (0)9 878 1816 or by letter to Jaakko Pöyry Group Oyj, Legal Department, Jaakonkatu 3, FIN-01620 Vantaa, Finland. Proxies shall be delivered when registering attendance at the Annual Meeting.

We wish our shareholders welcome to the Annual Meeting.

Vantaa, February 12, 2001

Jaakko Pöyry Group Oyj

The Board of Directors

JAAKKO PÖYRY GROUP OYJ

Erkki Pehu-Lehtonen

Teuvo Salminen

For additional information, please contact:

Anne Viitala, General Counsel, Jaakko Pöyry Group Oyj,

telephone +358 (0)9 8947 2811 or

Wilhelm Rosenlew, Legal Counsel, Jaakko Pöyry Group Oyj,

telephone +358 (0)9 8947 2030

www.poyry.com

DISTRIBUTION

Helsinki Exchanges

Major media

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 of the company's capital structure, financing of company acquisitions or implementation of 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.

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 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, to be used as payment when the company acquires assets related to the company's business as well as in pos-sible company acquisitions in the manner and to the extent decided by the Board of Directors.

The permitted aggregate amount of own shares in the possession of the company at any given time shall be shares carrying a maximum of 5 percent of the votes of all shares in the company, i.e. 686,214 shares or which shares' aggregate accounting par value represents a maximum of 5 percent of the company's share capital, i.e. 686,214 euros.

Shares will be acquired by 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 by public trading, the effect of the acquisition on the distribution of ownership and voting rights in the company or the distribution of ownership and votes among persons belonging to the inner circle of the company, cannot be 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.

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 authorises the Board of Directors to convey own shares in the company's possession from time to time, which aggregate accounting par value or which aggregate voting rights may be no more than 5 percent of the company's share capital or represent no more than 5 percent of all shares' votes, i.e. a maximum of 686,214 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, pro-vided that the company has an important financial reason for the de-viation, such as 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 or for possible company acquisitions in the manner and to the extent decided by the Board of Directors.

The shares shall be conveyed at their market price valid at the time of conveyance 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.

Enclosure 4

THE BOARD OF DIRECTORS' PROPOSAL FOR AMENDING SECTIONS 10, 11 AND 12 OF THE ARTICLES OF ASSOCIATION

The Board of Directors proposes that Sections 10 and 12 of the Arti-cles of Association be amended to the following extent:

"10 § Auditor

The company shall have one auditor. As auditor shall be elected a certified public auditing company, on a term until further notice.?

"12 § Annual General Meeting of Shareholders

...The Annual General Meeting of Shareholders shall...

decide on:

6) the number of board members;

7) the remuneration to the board members and auditor;

elect:

9) a possible auditor...?

The Board of Directors proposes that the first and third sentence of Section 11 of the Articles of Association be amended to the following extent:

"11 § Notice to Convene a General Meeting of Shareholders

The notice to convene a General Meeting of Shareholders shall be issued to the shareholders no earlier than two (2) months and no later than seventeen (17) days prior to the General Meeting of Shareholders by publishing the notice to convene in at least one daily newspaper published in the Helsinki region selected by the Board of Directors, and as a stock exchange notice...?

"...In order to have the right to attend a General Meeting, a shareholder shall register his attendance with the company in the manner indicated in the notice to convene and on or before the registration date indicated therein, which date may not be earlier than ten (10) days prior to the meeting..."

The amended Articles of Association are attached hereto.

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.

Enclosure 5

ARTICLES OF ASSOCIATION OF JAAKKO PÖYRY GROUP OYJ

1 § Company's Trade Name and Domicile

The company's trade name shall be Jaakko Pöyry Group Oyj and its domicile Vantaa.

2 § Scope of the Company's Activities

The scope of the company's activities shall be to engage in consulting engineering, particularly in designs for industrial plants and other business transactions connected with the engineering field, and arranging and securing financing related to these business areas, for which purpose the company shall be entitled, amongst other, to extend and intermediate short and long-term loans, to engage in factoring business and extend guarantees, to consult in investing and financing matters, to own and administer real estates and real estate companies and to engage in related leasing activities, to do operational accounting and to invest in companies or their shares in order to promote industrial development and investments considered important for Finland's economic life.

3 § Minimum and Maximum Share Capital of the Company

The company's minimum share capital shall be ten million (10,000,000) euro and its maximum share capital forty million (40,000,000) euro, within which limits the share capital can be in-creased or decreased without amending the Articles of Association.

4 § Shares

The minimum number of shares shall be 10,000,000 and the maximum number of shares shall be 120,000,000.

5 § Book-entry System

The company's shares are entered in the book-entry system.

6 § Distribution of Dividend

Only the following persons shall have the right to receive funds distributed by the company and to subscribe for shares when the share capital is increased:

1) a person who on the record date is entered in the Shareholder Register as a shareholder;

2) a person whose right to distribution is registered on the record date in the book-entry account of a shareholder entered in the shareholder register as well as entered into the shareholder register; or

3) if the share is nominee-registered, a person in whose book-entry account the share is registered on the record date and whose custodian is on the record date entered into the shareholder register as custodian of the shares.

7 § Board of Directors

The company's Board of Directors shall consist of a minimum of four (4) and a maximum of ten (10) ordinary members. The board members' term of office shall expire at the closing of the Annual General Meeting of Shareholders following their election.

8 § President

The President of the company shall be elected by the Board of Directors.

9 § Authorisation to sign for the Company

Entitled to sign for the company shall be two board members jointly, the President jointly with a board member, a board member or the President jointly with a person authorised per procuram by the Board of Directors, and two persons jointly authorised per procuram by the Board of Directors.

10 § Auditor

The company shall have one auditor. As auditor shall be elected a certified public auditing company, on a term until further notice.

11 § Notice to Convene a General Meeting of Shareholders

The notice to convene a General Meeting of Shareholders shall be issued to the shareholders no earlier than two (2) months and no later than seventeen (17) days prior to the General Meeting by publishing the notice to convene in at least one daily newspaper published in the Helsinki region selected by the Board of Directors, and as a stock exchange notice. Other notifications to the shareholders shall be issued in the same manner. In order to attend the General Meeting, a shareholder shall register his attendance with the company in the manner indicated in the notice to convene and on or before the registration date indicated therein, which date may not be earlier than ten (10) days prior to the meeting. A duly registered share-holder shall receive a voting ticket at the place of the meeting before the start of the meeting. As a prerequisite for exercising voting rights the shareholder shall prior to the start of the meeting hand over the notice of presence attached to the voting ticket to the person authorised to receive such notices at the place of the meeting.

12 § Annual General Meeting of Shareholders

The Annual General Meeting of Shareholders shall be held in Vantaa, Espoo or Helsinki.

The Annual General Meeting of Shareholders shall be held annually on a date determined by the Board of Directors by the end of June. The Annual General Meeting of Shareholders shall examine:

1) the final accounts comprising the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet as well as the annual report;

2) the auditor's report;

decide on:

3) the adoption of the income statement and the balance sheet as well as of the consolidated income statement and the consolidated balance sheet;

4) measures necessitated by the profit or loss shown by the adopted balance sheet and the adopted consolidated balance sheet;

5) the discharge from liability for the Board of Directors and the President;

6) the number of board members;

7) the remuneration to the board members and the auditor;

elect:

8) the members of the Board of Directors;

9) a possible auditor;

handle:

10) any other items of business in the notice to convene the General Meeting of Shareholders.

13 § Financial Period

The company's financial period shall expire annually on 31 December.