STOCK EXCHANGE RELEASE 8 Mar 2012
Decisions made by the Annual General Meeting of Pöyry PLC
PÖYRY PLC Company announcement 8 March 2012 at 6.45 p.m.
The Annual General Meeting ("AGM") of Pöyry PLC has on 8 March 2012 made the following decisions:
The AGM adopted Pöyry PLC's annual accounts and granted the members of the Board of Directors and the company's President and CEO discharge from liability for the financial period 1 January to 31 December 2011.
The AGM decided that a dividend of EUR 0.20 be distributed per outstanding share for the financial year 2011. The record date for distribution of dividend is 13 March 2012 and the payment date is 20 March 2012.
The AGM decided that the Board of Directors consist of seven (7) ordinary members. The AGM elected the following members to the Board of Directors: Mr. Pekka Ala-Pietilä, Mr. Georg Ehrnrooth, Mr. Henrik Ehrnrooth, Mr. Alexis Fries, Mr. Heikki Lehtonen, Mr. Michael Obermayer and Ms. Karen de Segundo.
The AGM decided that the annual fees of the members of the Board of Directors be EUR 45 000 for a member, EUR 55 000 for the Vice Chairman and EUR 65 000 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 and an additional fee of not more than EUR 5 000 per annum for each of the foreign residents of the committees 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, Alexis Fries and Georg Ehrnrooth were elected members of the Audit Committee. Henrik Ehrnrooth, Heikki Lehtonen, Karen de Segundo and Pekka Ala-Pietilä were elected members of the Nomination and Compensation Committee. In accordance with the authorisation by the AGM the Board decided to pay an additional fee of EUR 15 000 per annum to the foreign residents of the Board of Directors and an additional fee of EUR 5 000 per annum to the foreign residents of the committees of the Board of Directors.
The AGM decided to elect until further notice PricewaterhouseCoopers Oy as the new auditor of Pöyry PLC. PricewaterhouseCoopers Oy has appointed Merja Lindh, Authorised Public Accountant, as the auditor in charge.
Authorisation to acquire the company's own shares
The AGM authorised the Board of Directors to decide on the acquisition the company's own shares by using distributable funds on the terms given below. The acquisition of shares reduces the company's distributable unrestricted shareholders' equity.
The shares may be acquired in order to develop 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 5 900 000 shares can be acquired. The amount of shares in the possession of the company shall at no time exceed one tenth (1/10) of the aggregate amount of shares in the company. The shares will be acquired in accordance with the decision of the Board of Directors either through public trading, in which case the shares would be acquired in another proportion than that of the current shareholders, or by public offer at market prices at the time of purchase. As the acquisition takes place in public, neither the order of acquisition nor the effect of the acquisition on the distribution of ownership and voting rights in the company nor the distribution of ownership and votes among insiders of the company is known in advance.
The Board of Directors is authorised to decide on all other terms and conditions.
The authorisation shall be in force 18 months from the decision of this AGM. The authorisation granted to the Board of Directors by the previous AGM regarding acquisition of the company's own shares expired simultaneously.
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 11 800 000 new shares can be issued. A maximum of 5 900 000 own shares held by the company can be conveyed.
The authorisation comprises a 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. The 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 18 months from the decision of this AGM. The authorisation granted to the Board of Directors by the previous AGM regarding issuing shares expired simultaneously.
Anne Viitala, Executive Vice President, Legal and Commercial, Pöyry PLC
tel. +358 10 33 22811, +358 40 511 6151
Pöyry is a global consulting and engineering company dedicated to balanced sustainability and responsible business. With quality and integrity at our core, we deliver best-in-class management consulting, total solutions, and design and supervision. Our in-depth expertise extends to the fields of energy, industry, transportation, water, environment and real estate. Pöyry has about 7,000 experts and a local office network in about 50 countries. Pöyry's net sales in 2011 were EUR 796 million and the company's shares are quoted on NASDAQ OMX Helsinki (Pöyry PLC: POY1V).
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