Notice is given to the shareholders of Pöyry Plc of the Annual
General Meeting ("Meeting") to be held on Monday, 10 March 2008 at
4.00 p.m. at the Pöyry House, Jaakonkatu 3, 01620 Vantaa, Finland.
The following matters will be on the agenda of the Meeting:
1. Items to be dealt with at the Meeting pursuant to the Companies
Act and Section 12 of the Articles of Association of the company
2. Proposal by the Board of Directors for distribution of dividends
The Board of Directors proposes to the Meeting that a dividend of EUR
0.65 per share be distributed for the year 2007. The Board of
Directors proposes that the dividend be paid on 20 March 2008. The
dividend is payable to shareholders entered into the Shareholder
Register maintained by Finnish Central Securities Depository Ltd on
the record date 13 March 2008 set by the Board of Directors.
3. Proposal by the Board of Directors to amend the Articles of
Association of the Company
The Board of Directors proposes that the Meeting decide 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.
4. Proposal by the Board of Directors to amend the terms and
conditions of the 2004 stock options
The Board of Directors proposes that the Meeting amend the terms and
conditions of the 2004 stock options and that the subscription prices
of the share subscriptions made after the date of the Annual General
Meeting of the Shareholders on the basis of the stock options 2004 be
recorded in the invested non-restricted equity fund. The Board of
Directors proposes that the terms and conditions of the 2004 stock
options be amended by adding changes concerning recording of
subscription prices 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.
5. Proposal by the Board of Directors to authorise the Board of
Directors to issue shares
The Board of Directors proposes that the Meeting authorise 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 Board of Directors proposes that the authorisation comprise 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. 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. 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
the Meeting.
6. Proposal by the Board of Directors to authorise the Board of
Directors to acquire the company's own shares
The Board of Directors proposes that the Meeting authorise 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 will be acquired. The company's own shares will be
acquired in accordance with the Board of Directors' decision 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
the Meeting.
7. Composition and fees of the Board of Directors
The Nomination Committee of the Board of Directors proposes to the
Meeting that the number of members of the Board of Directors,7,
remain unchanged and that the present Board members Henrik Ehrnrooth,
Heikki Lehtonen, Harri Piehl, Karen de Segundo and Franz Steinegger
be re-elected to the Board of Directors until the closing of the
following Annual General Meeting. Furthermore, the Committee proposes
that Alexis Fries, M.Sc. (Physics), be elected as new member of the
Board for the same term. Alexis Fries is currently working as a
management consultant and has prior to this held several management
positions with ABB Corporation. All candidates have given their
consent to the election.
The Compensation Committee of the Board of Directors proposes 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 Committee proposes that the Meeting authorise 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 Annual
General Meeting.
Annual accounts and proposals by the Board of Directors
The notice concerning the annual accounts of Pöyry Plc and copies of
the proposals of the Board of Directors concerning items 2-6 above
including appendices and other documents to be dealt with at the
Meeting will be available on the Pöyry website at
www.poyry.com/agm2008 as of 15 February 2008 at the latest. In
addition, the financial statements and the proposals of the Board of
Directors are available for examination by the shareholders as of 4
February 2008 at the address given below, and they will be available
at the Meeting. Copies of the documents will be sent to shareholders
upon request.
Right to attend and vote at the Meeting
Shareholders have the right to attend and vote at the Meeting
a) if they are included in the shareholder register of the company
maintained by Finnish Central Securities Depository Ltd on Friday, 29
February 2008, and
b) if they have given notice to attend the Meeting by Friday, 7 March
2008 at 12 noon Finnish time at the latest.
Registration in the shareholder register
The shareholder in whose name the shares are registered is
automatically registered in the shareholder register of the company.
Foreign shareholders holding nominee-registered shares who wish to
attend the Meeting can temporarily be registered in the shareholder
register. Such registration shall be made on Friday, 29 February 2008
at the latest. For temporary registration, foreign shareholders shall
contact their account operator.
Notice to attend
A shareholder wishing to attend the Meeting shall give notice to
attend the Meeting to the company either
a) by filling in the registration form on the Pöyry website at
www.poyry.com/agm2008,
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.
The notice shall be at the company's disposal no later than at 12
noon Finnish time on Friday, 7 March 2008.
Delivery of proxies
Proxies for representing a shareholder at the Meeting shall be
submitted to the company no later than at 12 noon Finnish time on
Friday, 7 March 2008.
We wish our shareholders welcome to the Meeting.
Vantaa, 1 February 2008
Pöyry Plc
The Board of Directors
PÖYRY PLC
Erkki Pehu-Lehtonen
President and CEO
Teuvo Salminen
Deputy to the President and CEO
Additional information by:
Anne Viitala, Group General Counsel, Pöyry Plc
Tel. +358 10 33 22811
www.poyry.com
DISTRIBUTION:
OMX Nordic Exchange Helsinki
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