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STOCK EXCHANGE RELEASE 1 Feb 2008

NOTICE OF PÖYRY PLC'S ANNUAL GENERAL MEETING

Notice is given to the shareholders of Pöyry Plc of the Annual General Meeting ("Meeting") to be held on Monday, 10 March 2008 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 for distribution of dividends
 
The Board of Directors proposes to the Meeting that a dividend of EUR 0.65 per share be distributed for the year 2007. The Board of Directors proposes that the dividend be paid on 20 March 2008. The dividend is payable to shareholders entered into the Shareholder Register maintained by Finnish Central Securities Depository Ltd on the record date 13 March 2008 set by the Board of Directors.
 
3. Proposal by the Board of Directors to amend the Articles of Association of the Company
 
The Board of Directors proposes that the Meeting decide to amend the Articles of Association of the company as follows:
 
 
Section 3 § of the Articles of Association concerning minimum and maximum share capital shall be deleted.
 
Section 4 § of the Articles of Association concerning the number of shares shall be deleted.
 
Section 6 § of the Articles of Association concerning distribution of dividend based on the previous Companies Act shall be deleted.
 
The last clause of Section 7 § of the Articles of Association concerning the board's term of office shall be deleted.
 
Section 9 § of the Articles of Association concerning authorisation to sign for the company shall be amended so that the Board of Directors shall be given a right to grant other persons the right to represent the company. In addition, the wording and terminology of the Section shall be clarified and amended to correspond to the terminology of the new Companies Act.
 
A new statement that the auditing firm must be certified by the Central Chamber of Commerce shall be added to Section 10 § of the Articles of Association concerning auditors.
 
Section 11 § of the Articles of Association concerning notice to convene a Shareholders' Meeting shall be amended by deleting the reference to stock exchange notice and deleting the last two clauses of the Section. In addition, the Section shall be divided into two separate sections of which one concerns the notice to convene a Shareholders' Meeting and the other the registration to the Meeting.
 
The material to be examined and the matters to be decided in the Meeting referred to in Section 12 § of the Articles of Association concerning Annual General Meeting of Shareholders shall be amended to correspond better to the provisions and terminology of the Accounting Act. In addition, the numerical order of the matters to be decided in the Annual General Meeting of Shareholders shall be changed.
 
The terminology of Section 13 § of the Articles of Association concerning the financial period shall be amended.
 
In addition, the numerical order of the Sections of the Articles of Association shall be changed.
 
4. Proposal by the Board of Directors to amend the terms and conditions of the 2004 stock options
 
The Board of Directors proposes that the Meeting amend the terms and conditions of the 2004 stock options and that the subscription prices of the share subscriptions made after the date of the Annual General Meeting of the Shareholders on the basis of the stock options 2004 be recorded in the invested non-restricted equity fund. The Board of Directors proposes that the terms and conditions of the 2004 stock options be amended by adding changes concerning recording of subscription prices in the invested non-restricted equity fund, by deleting the references concerning accounting par value and by amending Section II.5 concerning shareholder rights as well as the second last paragraph of Section II.7 concerning amendment of the share subscription terms and conditions in case the number of shares is changed to correspond to the situation under the current Companies Act.
 
5. Proposal by the Board of Directors to authorise the Board of Directors to issue shares
 
The Board of Directors proposes that the Meeting authorise the Board of Directors to decide to issue new shares and to convey the company's own shares held by the company in one or more tranches. The share issue can be carried out as a share issue against payment or without consideration on terms to be determined by the Board of Directors and in relation to a share issue against payment at a price to be determined by the Board of Directors.
 
The authorisation also includes the right to issue special rights, in the meaning of Chapter 10 Section 1 of the Companies Act, which entitle to the company's new shares or the company's own shares held by the company against consideration.
 
A maximum of 11 600 000 new shares can be issued. A maximum of 5 800 000 own shares held by the company can be conveyed.
 
The Board of Directors proposes that the authorisation comprise the right to deviate from the shareholders' pre-emptive subscription right provided that the company has an important financial reason for the deviation in a share issue against payment and provided that the company taking into account the interest of all its shareholders has a particularly important financial reason for the deviation in a share issue without consideration. The authorisation can within the above mentioned limits be used e.g. 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 and as part of the company's incentive programmes. It is proposed that shares may also be subscribed for or own shares conveyed against contribution in kind or by means of set-off.
 
In addition the authorisation includes the right to decide on a share issue without consideration to the company itself so that the amount of own shares held by the company after the share issue is a maximum of one tenth (1/10) of all shares in the company. Pursuant to Chapter 15 Section 11 Subsection 1 of the Companies Act, all own shares held by the company and its subsidiaries are included in this amount.
 
The authorisation shall be in force three years from the decision of the Meeting.
 
6. 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 distributable funds on the terms given below. The acquisition of shares reduces the company's distributable non-restricted 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 5 800 000 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 18 months from the decision of the Meeting.
 
7. Composition and fees of the Board of Directors
 
The Nomination Committee of the Board of Directors proposes to the Meeting that the number of members of the Board of Directors,7, remain unchanged and that the present Board members Henrik Ehrnrooth, Heikki Lehtonen, Harri Piehl, Karen de Segundo and Franz Steinegger be re-elected to the Board of Directors until the closing of the following Annual General Meeting. Furthermore, the Committee proposes that Alexis Fries, M.Sc. (Physics), be elected as new member of the Board for the same term. Alexis Fries is currently working as a management consultant and has prior to this held several management positions with ABB Corporation. All candidates have given their consent to the election.
 
The Compensation Committee of the Board of Directors proposes that the annual fees of the members of the Board of Directors be EUR 40 000 for a member, EUR 50 000 for the Vice Chairman and EUR 60 000 for the Chairman of the Board, and the annual fee of the members of the committees of the Board of Directors be EUR 15 000. In addition, the Committee proposes that the Meeting authorise the Board of Directors to decide about an additional fee of not more than EUR 15 000 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.
 
Annual accounts and proposals by the Board of Directors
 
The notice concerning the annual accounts of Pöyry Plc and copies of the proposals of the Board of Directors concerning items 2-6 above including appendices and other documents to be dealt with at the Meeting will be available on the Pöyry website at www.poyry.com/agm2008 as of 15 February 2008 at the latest. In addition, the financial statements and the proposals of the Board of Directors are available for examination by the shareholders as of 4 February 2008 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
 
Shareholders have the right to attend and vote at the Meeting
a) if they are included in the shareholder register of the company maintained by Finnish Central Securities Depository Ltd on Friday, 29 February 2008, and
b) if they have given notice to attend the Meeting by Friday, 7 March 2008 at 12 noon Finnish time at the latest.
 
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, 29 February 2008 at the latest. For temporary registration, foreign shareholders shall contact their account operator.
 
Notice to attend
                                                                           
A shareholder wishing to attend the Meeting shall give notice to attend the Meeting to the company either
a) by filling in the registration form on the Pöyry website at www.poyry.com/agm2008,
b) by telephone +358 10 33 22224 (Helena Küttner) Monday through Friday between 9 a.m. and 4 p.m. Finnish time,
c) by telefax +358 10 33 21816, or
d) by letter to Pöyry Plc, Legal Department/AGM, Jaakonkatu 3, FI-01620 Vantaa, Finland.
 
The notice shall be at the company's disposal no later than at 12 noon Finnish time on Friday, 7 March 2008.
 
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 Friday, 7 March 2008.
 
We wish our shareholders welcome to the Meeting.
 
Vantaa, 1 February 2008
 
Pöyry Plc
The Board of Directors
 
PÖYRY PLC
 
Erkki Pehu-Lehtonen
President and CEO
 
Teuvo Salminen
Deputy to the President and CEO
 
Additional information by:
Anne Viitala, Group General Counsel, Pöyry Plc
Tel. +358 10 33 22811
 
 
DISTRIBUTION:
OMX Nordic Exchange Helsinki
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