STOCK EXCHANGE RELEASE 4 Feb 2009
Notice to Pöyry PLC's Annual General Meeting
PÖYRY PLC Company Announcement 4 February 2009 at 9:00 a.m.
Notice is given to the shareholders of Pöyry PLC to the Annual General Meeting to be held on Tuesday, 10 March 2009 at 4.00 p.m. at the Helsinki Hall of the Finlandia Hall, Mannerheimintie 13 e, 00100 Helsinki, Finland (entrances M3 and K3). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 3.00 p.m.
A. Matters on the agenda of the General Meeting
At the General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinize the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2008
Review by the President and CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the General Meeting that a dividend of EUR 0.65 per share be distributed for the year 2008. The Board of Directors proposes that the dividend be paid on 20 March 2009. The dividend is payable to shareholders entered into the shareholder register maintained by the Finnish Central Securities Depository Ltd. on the record date determined by the Board of Directors 13 March 2009.
9. Resolution on the discharge of the members of the Board of Directors and the President and CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes that the annual fees for the members of the Board of Directors for the term until the close of the following Annual General Meeting 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 for 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 resolve on an additional fee of not more than EUR 15 000 per annum for the foreign residents of the Board of Directors as well as on an additional fee of not more than EUR 5 000 per annum for the foreign residents of the committees of the Board of Directors. The authorisation shall be in force until the following Annual General Meeting.
11. Resolution on the number of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the number of members of the Board of Directors be seven.
12. Election of members of the Board of Directors
The Nomination and Compensation Committee of the Board of Directors proposes to the General Meeting that the present Board members Mr. Henrik Ehrnrooth, Mr. Heikki Lehtonen, Mr. Pekka Ala-Pietilä, Mr. Alexis Fries, Mr. Harri Piehl and Ms. Karen de Segundo be re-elected for the term until the close of the following Annual General Meeting. In addition, the Committee proposes that Dr. Michael Obermayer, Ph.D. (Biophysics), MBA be elected as new member of the Board of Directors for the same term. Dr. Obermayer has an extensive international career in management consulting. He is Emeritus Director and former Senior Partner of McKinsey & Company, Inc. Additionally, he is the former Managing Director of the World Economic Forum, Geneva and is the founder and Chairman of Fjord Capital Partners and Fjord Clean Energy Fund LP. Mr. Steinegger has informed that he will not be available for re-election.
13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes to the General Meeting that the auditor be reimbursed according to the auditor's invoice and in compliance with the purchase policy approved by the Audit Committee.
14. Election of auditor
According to the Articles of Association of the Company, the Company's auditor has been elected until further notice. Thus, KPMG Oy Ab continues as the Company's auditor and, in accordance with the proposition of KPMG Oy Ab, Mr. Sixten Nyman continues as the responsible auditor.
15. Proposal by the Board of Directors to amend the Articles of Association
The Board of Directors proposes that Section 8 of the Articles of Association regarding the notice to the General Meeting be amended to the following:
"The notice to the General Meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest twenty-one (21) days prior to the General Meeting by releasing the notice on the Company's website and, if so decided by the Board of Directors, by publishing the notice in one newspaper with a wide circulation determined by the Board of Directors."
16. Proposal by the Board of Directors to authorise the Board of Directors to decide on the acquisition of the Company's own shares
The Board of Directors proposes that the General Meeting authorise the Board of Directors to decide on the acquisition of a maximum of 5 800 000 of the Company's own shares by using distributable funds. Such share acquisition reduces the Company's non-restricted distributable 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.
The shares may be acquired in accordance with the Board of Director's decision either through public trading or by a public offer at market prices at the time of purchase.
It is proposed that the authorization be effective for a period of 18 months. The authorisation granted to the Board of Directors regarding acquisition of the Company's own shares in the previous Annual General Meeting shall expire simultaneously.
17. Proposal by the Board of Directors to lower the legal reserve and the share premium reserve by transferring the funds in the reserves into the reserve for invested unrestricted equity
The Board of Directors proposes that the General Meeting lower the legal reserve and the share premium reserve by transferring the entire capital of the reserves at the time of the General Meeting in the aggregate amount of EUR 50 420 234.49 into the reserve for invested unrestricted equity.
18. Closing of the meeting
B. Documents of the General Meeting
This notice as well as more detailed information on the Board of Directors' proposals mentioned above under points 15-17 relating to the agenda of the General Meeting are available on Pöyry PLC's website at www.poyry.com/agm2009. The annual report of Pöyry PLC, including the Company's annual accounts, the report of the Board of Directors and the auditor's report, are available on the above-mentioned website no later than 27 February 2009. The proposals of the Board of Directors and the annual accounts are also available at the General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the General Meeting will be available on the above-mentioned website as of 24 March 2009.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder who is registered on 27 February 2009 in the shareholders' register of the company held by the Finnish Central Securities Depository Ltd. has the right to participate in the General Meeting. Shareholders whose shares are registered on his/her personal book-entry account are registered in the shareholders' register of the Company.
Shareholders wanting to participate in the General Meeting must register for the meeting no later than 6 March 2009 at 4 p.m. by giving a prior notice of participation. Such notice can be given:
a) by filling in the registration form on the Pöyry PLC website at www.poyry.com/agm2009;
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.
In connection with the registration, shareholders shall notify his/her name, personal identification number or date of birth, telephone number and the name of a possible assistant. The personal data given to Pöyry PLC is used only in connection with the General Meeting and with the processing of related registrations.
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the General Meeting has the right to request information with respect to the matters to be considered at the meeting.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation.
A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting.
Any proxy documents are requested to be delivered in originals to the Company before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares wanting to participate in the General Meeting must be entered into the shareholders' register of the Company on the record date 27 February 2009 of the General Meeting.
A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder's register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank.
4. Other instructions and information
The General Meeting will be conducted in Finnish.
On the date of this notice to the General Meeting 4 February 2009, the total number of shares in Pöyry PLC is 58 878 602 shares and the total number of votes is 58 483 602 votes.
Vantaa, 4 February 2009
The Board of Directors
President and CEO
Deputy to the President and CEO
Additional information by:
Anne Viitala, Executive Vice President, Legal and Risk Management, Pöyry PLC
Tel. +358 10 33 22811
NASDAQ OMX Helsinki