STOCK EXCHANGE RELEASE 10 Mar 2009
Decisions made by the Annual General Meeting of Pöyry PLC
PÖYRY PLC Company Announcement 10 March 2009 at 6.40 p.m.
The Annual General Meeting (AGM) of Pöyry PLC has on 10 March 2009 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 period 1 January to 31 December 2008.
The AGM resolved that a dividend of EUR 0.65 be distributed per outstanding share for the financial year 2008. The record date for distribution of dividend is 13 March 2009 and the payment date is 20 March 2009.
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, Alexis Fries, Heikki Lehtonen, Harri Piehl and Karen de Segundo. In addition, the AGM elected Michael Obermayer, Ph.D., 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. It was further resolved to compensate the members of the Board of Directors and the committees for their travelling expenses in accordance with the company's travel rules. 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 and an additional fee of not more than EUR 5000 per annum for each of the foreign residents of the committees. 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, Harri Piehl and Alexis Fries were elected members of the Audit Committee. Henrik Ehrnrooth, Heikki Lehtonen, Karen de Segundo, Pekka Ala-Pietilä as well as Georg Ehrnrooth as the external member were elected members of the Nomination and 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 and an additional fee of EUR 5000 per annum to the foreign residents of the committees.
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 Section 8 of the Articles of Association concerning the notice to general meetings so that the notice shall be delivered to shareholders at the earliest three months and at the latest 21 days prior to the general meeting by publishing the notice on the company's website and if so decided by the Board of Directors, in one newspaper with a wide circulation determined by the Board of Directors.
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. The authorisation granted by the previous AGM regarding acquisition of the company's own shares expires simultaneously.
Resolution on lowering the legal reserve and the share premium reserve
The AGM resolved to lower the legal reserve and the share premium reserve by transferring the entire capital of the reserves in the aggregate amount of EUR 50 420 234.49 into the reserve for invested unrestricted equity.
President and CEO
Deputy to President and CEO
Additional information by:
Anne Viitala, Executive Vice President, Legal and Risk Management, Pöyry PLC
tel. +358 10 33 22811, +358 40 511 6151
NASDAQ OMX Helsinki