STOCK EXCHANGE RELEASE 10 Mar 2008
DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF PÖYRY PLC
The Annual General Meeting ("AGM") of Pöyry Plc has on 10 March 2008 made the following decisions:
The AGM adopted Pöyry Plc's financial statements and the consolidated statements and granted the members of the Board of Directors, the company's President and CEO, and the Deputy to the President and CEO discharge from liability for the financial year ended 31 December 2007.
The AGM resolved that a dividend of EUR 0.65 be distributed per outstanding share for the financial year 2007. The record date for distribution of dividend is 13 March 2008 and the payment date is 20 March 2008.
The AGM resolved that the Board of Directors consist of seven (7) ordinary members. The AGM re-elected the following members to the Board of Directors: Henrik Ehrnrooth, Pekka Ala-Pietilä, Heikki Lehtonen, Harri Piehl, Franz Steinegger and Karen de Segundo. In addition, the AGM elected Alexis Fries, M.Sc. (Physics), as new member of the Board.
The AGM resolved 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 AGM authorised 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 AGM.
In its assembly meeting immediately following the AGM, the Board of Directors elected Henrik Ehrnrooth as Chairman and Heikki Lehtonen as Vice Chairman. Heikki Lehtonen and Harri Piehl were elected members of the Audit Committee. Henrik Ehrnrooth and Pekka Ala-Pietilä as well as Georg Ehrnrooth as the external member were elected members of the Nomination Committee. Karen de Segundo and Heikki Lehtonen were elected members of the Compensation Committee. In accordance with the authorisation by the AGM the Board resolved to pay an additional fee of EUR 15 000 per annum to the foreign resident members of the Board.
KPMG Oy Ab, Authorised Public Accountants, continues as Pöyry Plc's auditors based on the resolution made in the AGM on 6 March 2002. Sixten Nyman, Authorised Public Accountant, continues as Auditor in Charge.
Resolution to amend the Articles of Association
The AGM resolved to amend the Articles of Association of the company as follows:
Section 2 § of the Articles of Association concerning the scope of the company's activities shall be amended so that the scope of the company's activities shall be to produce and sell consulting and design services. The company may also conduct other industrial or commercial activities or investment activities including owning and managing of real properties and real estate companies as well as leasing activities relating thereto.
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.
Resolution to amend the terms and conditions of the 2004 stock options
The AGM resolved to amend the terms and conditions of the 2004 stock options by adding changes concerning recording of subscription prices of the share subscriptions made after the date of the Annual General Meeting of the Shareholders 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.
Authorisation to issue shares
The AGM authorised 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 authorisation also comprises 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. Within the above mentioned limits the authorisation can 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 this AGM.
Authorisation to acquire the company's own shares
The AGM authorised 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 can be acquired. The company's own shares can be acquired in accordance with the decision of the Board of Directors 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 this AGM.
President and CEO
Deputy to President and CEO
Additional information by:
Anne Viitala, Group General Counsel, Pöyry Plc
tel. +358 10 33 22811, +358 40 511 6151
OMX Nordic Exchange Helsinki