Notice is given to the shareholders of Jaakko Pöyry Group Oyj of the Annual General Meeting ("Meeting") to be held on Thursday, March 3, 2005 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 to authorise the Board of Directors to decide to increase the share capital
The Board of Directors proposes that the Meeting authorise the Board of Directors to decide to increase the share capital by a new issue and/or by taking a convertible loan and/or by issuing option rights so that based on the new issue, the convertible bonds and the option rights the share capital can be increased by a maximum of EUR 1 000 000 by issuing for subscription a maximum of 1 000 000 new shares at a price and on other terms to be determined by the Board of Directors.
The Board of Directors proposes that the authorisation of the Board of Directors comprise the right to deviate from the shareholders' pre-emptive subscription right provided that the company has an important financial reason for the deviation, such as strengthening the company's capital structure or financing company acquisitions. It is proposed that shares may also be subscribed for against contribution in kind or by means of set-off. The authorisation shall be in force until the next Annual General Meeting, however not longer than one year from the decision of this Meeting.
3. 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 funds distributable as profit on the terms given below.
The share acquisition reduces the company's distributable shareholders' equity. The company's own shares can be acquired in order to strengthen the company's capital structure, to be used as payment when the company acquires assets related to the company's business and in possible company acquisitions in a manner and to the extent decided by the Board of Directors, and as part of the company's incentive programme. A maximum of 700 000 own 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 until the next Annual General Meeting, however not longer than one year from the decision of this Meeting.
4. Proposal by the Board of Directors to authorise the Board of Directors to convey the company's own shares
The Board of Directors proposes that the Meeting authorise the Board of Directors to convey the company's own shares held by the company at any
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one time. The authorisation is proposed to encompass no more than 700 000 shares. The Board of Directors proposes that the authorisation comprise the right to decide to whom and in which order own shares held are conveyed, and to decide on conveyance of own shares in an order deviating from the shareholders' pre-emptive right to acquire own shares. The shares may be conveyed as payment for acquisition of assets related to the company's business, for possible company acquisitions in the manner and to the extent decided by the Board of Directors, and as part of the company's incentive programme. The shares shall be conveyed at a price at least equal to their market price at the time of conveyance as determined in public trading. The authorisation shall be in force until the next Annual General Meeting, however not longer than one year from the decision of this Meeting.
5. Proposal by the Board of Directors for the merger of Jaakko Pöyry Consulting Oy into Jaakko Pöyry Group Oyj
The Board of Directors proposes that the Meeting decide on the merger of Jaakko Pöyry Consulting Oy into Jaakko Pöyry Group Oyj. The purpose of the merger is the incorporation of business activities of Jaakko Pöyry Consulting Oy and Jaakko Pöyry Group Oyj in order to clarify the Group structure and to simplify administration.
According to the merger plan approved by the Boards of Directors of the companies participating in the merger, merger consideration will not be disbursed to the shares of Jaakko Pöyry Consulting Oy owned by its parent company, Jaakko Pöyry Group Oyj. The consideration for the other shareholders of Jaakko Pöyry Consulting Oy will be disbursed in new shares issued by Jaakko Pöyry Group Oyj in such a manner that in exchange for one share of Jaakko Pöyry Consulting Oy, approximately 52.2 shares of Jaakko Pöyry Group Oyj will be issued as merger consideration. The merger consideration has been determined on the basis of the value of Jaakko Pöyry Consulting Oy in proportion to the average rate market value of the share of Jaakko Pöyry Group Oyj. No specific valuation problems relate to the consideration. In order to disburse the merger consideration Jaakko Pöyry Group Oyj will increase its share capital by a maximum of EUR 47 735.
According to the preliminary timetable of the merger plan, the merger permit will be registered and the merger will take effect on August 31, 2005.
6. Proposal by the Board of Directors for distribution of dividends
The Board of Directors proposes to the Meeting that a dividend of EUR 1.20 per share be distributed for the year 2004. The Board of Directors proposes that the dividend be paid on March 15, 2005. The dividend is payable to shareholders entered into the Shareholder Register maintained by Finnish Central Securities Depository Ltd. on the record date March 8, 2005 set by the Board of Directors.
7. Composition and fees of the Board of Directors
The Nomination, Compensation and Audit Committee of the Board of Directors proposes to the Meeting that the number of members of the Board of Directors be six and that the present Board members Henrik Ehrnrooth, Matti Lehti, Heikki Lehtonen, Harri Piehl and Franz Steinegger be re-elected until the closing of the following Annual General Meeting. Furthermore, the Committee proposes that Karen de
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Segundo be elected as new member of the Board for the same term. Karen de Segundo is the CEO of Shell International Renewables B.V. and President of Shell Hydrogen in the Hague in the Netherlands. All candidates have given their consent to the election.
The Committee proposes that the annual fees of the members of the Board of Directors be EUR 35 000 for a member, EUR 45 000 for the Vice Chairman and EUR 55 000 for the Chairman of the Board. In addition, the Committee proposes that the Meeting authorise the Board of Directors to decide about an additional fee of not more than EUR 10 000 per annum for each of the foreign residents of the Board of Directors.
Annual accounts and proposals by the Board of Directors
The annual accounts of Jaakko Pöyry Group Oyj and copies of the proposals of the Board of Directors concerning items 2-5 above and other documents to be dealt with at the Meeting will be available on the Jaakko Pöyry Group website at www.poyry.com/agm2005 as of Thursday, February 3, 2005. In addition, the said documents are available for examination by the shareholders as of Friday, February 25, 2005 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
In order to attend and have the right to vote at the Meeting, the shareholder
a) must be entered in the Shareholder Register of the company maintained by Finnish Central Securities Depository Ltd on Monday, February 21, 2005, and
b) must give notice to attend the Meeting by Wednesday, March 2, 2005 at 12 noon Finnish time.
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 Monday, February 21, 2005 at the latest. For temporary registration, foreign shareholders must contact their account operator.
Notice to attend
A shareholder wishing to attend the Meeting must give notice to attend the Meeting to the company either
a) by filling in the registration form at the Jaakko Pöyry Group website www.poyry.com/agm2005,
b) by telephone +358 9 8947 2224 Monday through Friday between 9 a.m. and 4 p.m. Finnish time,
c) by telefax +358 9 878 1816, or
d) by letter to Jaakko Pöyry Group Oyj, Legal Department/AGM, Jaakonkatu 3, FI-01620 Vantaa, Finland.
The notice must be at the company's disposal no later than at 12 noon Finnish time on Wednesday, March 2, 2005.
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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 Wednesday, March 2, 2005.
We wish all our shareholders welcome to the Meeting.
Vantaa, February 2, 2005
Jaakko Pöyry Group Oyj
The Board of Directors
JAAKKO PÖYRY GROUP OYJ
Erkki Pehu-Lehtonen
President and CEO
Teuvo Salminen
President and CEO