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STOCK EXCHANGE RELEASE 4 Feb 2009

Pöyry applies for listing of stock options 2004C

PÖYRY PLC          Company Announcement 4 February 2009 at 11:00 a.m.
 
On 3 February 2009 the Board of Directors of Pöyry PLC has resolved to apply for listing of the stock options 2004C on the official list of NASDAQ OMX Helsinki so that the listing will commence approximately on 1 March 2009.
 
The aggregate number of stock options 2004C is 220 000. Each stock option entitles its holder to subscribe for four shares in Pöyry PLC. The 2004C stock options entitle their holders to subscribe for a total of 880 000 shares. The present share subscription price for the stock options 2004C is EUR 8.88/share. The share subscription price shall, as per the dividend record date, be reduced by the amount of dividend paid before the share subscription.
 
The share subscription period for stock options 2004C will commence on 1 March 2009 and end on 31 March 2012. The place for the share subscriptions are all branch offices of Nordea Bank Finland Plc in Finland.
 
PÖYRY PLC
 
Heikki Malinen
President and CEO
 
Teuvo Salminen
Deputy to President and CEO
 
Enclosure
Pöyry Plc 2004 stock option terms and conditions
 
Additional information by:
Anne Viitala, Executive Vice President, Legal and Risk Management, Pöyry PLC
Tel. +358 10 33 22811
 
 
DISTRIBUTION:
NASDAQ OMX Helsinki Oy
Major media
 
 
ENCLOSURE
 
PÖYRY PLC 2004 STOCK OPTION TERMS AND CONDITIONS
 
The Annual General Meeting of Shareholders of Pöyry Plc (Pöyry Plc or the Company) has on 3 March 2004 resolved, in accordance with the proposal by the Board of Directors of the Company (Board of Directors) on 9 February 2004, to issue stock options to the management of Pöyry Plc and its subsidiaries (Pöyry Group) and to a wholly owned subsidiary of Pöyry Plc on the following terms and conditions.
 
The Annual General Meeting of Shareholders has on 7 March 2006 resolved to amend sections I.1, II.1 and II.3 of the terms and conditions. The Annual General Meeting of Shareholders has on 10 March 2008 resolved to amend sections II.1, II.3, II.5 and II.7 of the terms and conditions.
 
I STOCK OPTION TERMS AND CONDITIONS
 
1. Number of stock options
 
The total number of stock options issued shall be 550 000, which entitle to subscribe for a total of 2 200 000 shares in Pöyry Plc.
 
2. Stock options
 
Of the stock options 165 000 shall be marked with the symbol 2004A, 165 000 shall be marked with the symbol 2004B and 220 000 shall be marked with the symbol 2004C. The persons to whom stock options shall be distributed, shall be notified in writing by the Company about the offer of stock options. The stock options shall be distributed to the recipient when he or she has accepted the offer of the Company. Stock option certificates shall, upon request, be delivered to the stock option owner at the beginning of the relevant share subscription period unless the stock options have been transferred to the book-entry securities system.
 
3. Right to stock options
 
The stock options shall, with deviation from the shareholders' pre-emptive right to subscription, be granted to the management of the Pöyry group and to JP-Invest Ltd (JP-Invest), a wholly owned subsidiary of Pöyry Plc. It is proposed that the shareholders' pre-emptive right to subscription be deviated from since the stock options are intended to form part of the Pöyry group's incentive and commitment programme for the key personnel.
 
4. Distribution of stock options
 
The Board of Directors shall decide on the distribution of stock options. JP-Invest shall be granted stock options to such extent that the stock options are not distributed to the management of the Pöyry Group. The Board of Directors shall later on decide upon the further distribution of the stock options granted to JP-Invest, to members of the management employed by or to be recruited by the Pöyry Group.
 
5. Transfer of stock options and obligation to offer stock options
 
The stock options are freely transferable, when the relevant share subscription period has begun. The Company shall hold the stock options on behalf of the stock option owner until the beginning of the share subscription period. The stock option owner has the right to acquire the possession of the stock options when the relevant share subscription period begins. Should the stock option owner transfer his/her stock options, such person is obliged to inform the Company about the transfer in writing without delay. The Board of Directors may, as an exception to the above, permit the transfer of stock options also before such date.
 
Should a stock option owner cease to be employed by or in the service of the Pöyry group before 1 March 2009, such person shall without delay offer to the Company or its order, free of charge, the stock options for which the share subscription period in accordance with Section II.2 had not begun at the last day of such person's employment or service. The Board of Directors can, however, in the above-mentioned cases, decide that the stock option owner is entitled to keep such stock options or a part of them, which are under offering obligation. The offering obligation of stock options does not apply to the stock option owner's estate.
 
Regardless of whether the stock option owner has offered his/her stock options to the Company or not, the Company is entitled to inform the stock option owner in writing that the stock option owner has lost his/her stock options on the basis of the above-mentioned reasons. Should the stock options be transferred to the book-entry securities system, the Company has the right, whether or not the stock options have been offered to the Company, to request and get transferred all the stock options, for which the share subscription period had not begun, from the stock option owner's book-entry account to the book-entry account appointed by the Company without the consent of the stock option owner. In addition, the Company is entitled to register transfer restrictions and other restrictions concerning the stock options to the stock option owner's book-entry account without the consent of the stock option owner.
 
II SHARE SUBSCRIPTION TERMS AND CONDITIONS
 
1. Right to subscribe for new shares
 
Each stock option entitles its owner to subscribe for four (4) shares in Pöyry Plc. As a result of the subscriptions the number of shares of Pöyry Plc may be increased by a maximum of 2 200 000 new shares. The share subscription price shall be recorded in the invested non-restricted equity fund.
 
JP-Invest, as a subsidiary of Pöyry Plc, shall not be entitled to subscribe shares in Pöyry Plc on the basis of the stock options.
 
2. Share subscription and payment
 
The share subscription period shall be:
- for stock option 2004A 1 March 2007 - 31 March 2010,
- for stock option 2004B 1 March 2008 - 31 March 2011 and
- for stock option 2004C 1 March 2009 - 31 March 2012.
 
The share subscription shall take place at the head office of Pöyry Plc or possibly at another location to be determined later. The subscriber shall transfer the respective stock option certificates with which he/she subscribes shares to the Company, or in case the stock options have been transferred to the book-entry securities system, the stock options with which shares have been subscribed shall be deleted from the subscriber's book-entry account. Payment for shares subscribed shall be effected upon subscription to the bank account appointed by the Company. The Company shall decide on all measures concerning the share subscription.
 
3. Share subscription price
 
The share subscription price shall be:
 
for stock option 2004A the trade volume weighted average quotation of the Pöyry Plc share on the Helsinki Stock Exchange between 1 April and 30 April 2004 with an addition of twenty (20) percent,
 
for stock option 2004B the trade volume weighted average quotation of the Pöyry Plc share on the Helsinki Stock Exchange between 1 April 1 and 30 April 2005 with and addition of twenty (20) percent, and
 
for stock option 2004C the trade volume weighted average quotation of the Pöyry Plc share on the Helsinki Stock Exchange between 1 April and 30 April 2006 with an addition of twenty (20) percent.
 
From the share subscription price of stock options shall, as per the dividend record date, be deducted the amount of the dividend paid after 1 April 2004 but before share subscription. The share subscription price shall nevertheless always amount to at least EUR 0.25.
 
4. Registration of shares
 
Shares subscribed for and fully paid shall be registered in the book-entry account of the subscriber.
 
5. Shareholder rights
 
Dividend rights of the shares and other shareholder rights shall commence when the shares have been entered into the Trade Register.
 
6. Share issues, convertible bonds and stock options before share subscription
 
Should the Company, before the share subscription, increase its share capital through an issue of new shares, or issue of new convertible bonds or stock options, a stock option owner shall have the same right as or an equal right to that of a shareholder. Equality is reached in the manner determined by the Board of Directors by adjusting the number of shares available for subscription, the share subscription price or both of these.
 
Should the Company, before the share subscription, increase its share capital by way of a bonus issue, the subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed by virtue of stock options remains unchanged. If the number of shares that can be subscribed for by virtue of one stock option should be a fraction, the fractional part shall be taken into account by reducing the subscription price.
 
7. Rights in certain cases
 
If the Company reduces its share capital before the share subscription, the subscription right accorded by the terms and conditions of the stock options shall be adjusted accordingly as specified in the resolution to reduce the share capital.
 
If the Company is placed in liquidation before the share subscription, the stock option owner shall be given an opportunity to exercise his subscription right before the liquidation begins within a period of time determined by the Board of Directors.
 
If the Company resolves to merge into another company Pöyry Plc being acquired or into a company to be formed in a combination merger, or if the Company resolves to be divided, the stock option owner shall, before the merger or division, be given the right to subscribe for the shares with his/her stock options within a period of time determined by the Board of Directors. After such date no subscription right shall exist. In the above situations the stock option owner has no right to require that the Company redeems the stock options from him/her at market value.
 
If the Company, after the beginning of the share subscription period, resolves to acquire its own shares by an offer made to all shareholders, the stock option owners shall be made an equivalent offer. In other cases acquisition of the Company's own shares does not require the Company to take any action in relation to the stock options.
 
In case, before the end of the share subscription period, a situation, as referred to in Chapter 14 Section 19 of the Finnish Companies Act, in which a shareholder possesses over 90 percent of the shares of Pöyry Plc and therefore has the right and obligation to redeem the shares of the remaining shareholders, or a situation, as referred to in Chapter 6 Section 6 of the Finnish Securities Market Act, arises, the stock option owners shall be entitled to use their right of subscription by virtue of the stock options within a period of time determined by the Board of Directors.
 
If the shares of the Company are split into several shares, the share subscription terms and conditions shall be amended so that the relative proportion of shares available for subscription with the stock options to the total number of the Company's shares, as well as the share subscription price total, remain the same.
 
Converting the Company from a public company into a private company shall not affect the terms and conditions of the stock options.
 
III OTHER MATTERS
 
The laws of Finland shall be applied to these terms and conditions. Disputes arising in relation to the stock options shall be settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce.
 
The Board of Directors may decide on the transfer of the stock options to the book-entry securities system at a later date and on the resulting technical amendments to these terms and conditions, including those amendments and specifications to the terms and conditions, which are not considered crucial. Other matters related to the stock options are decided on by the Board of Directors. The stock option documentation is kept available for inspection at the head office of Pöyry Plc.
 
The Company is entitled to withdraw such stock options which have not been transferred, or with which shares have not been subscribed for, free of charge, if the stock option owner acts against these terms and conditions, or against regulations given by the Company on the basis of these terms and conditions, or against applicable law, or against regulations by authorities.
 
These terms and conditions have been made in Finnish and English. In case of any discrepancy between the Finnish and English terms and conditions, the Finnish terms and conditions are decisive.