Pöyry - Notice to general meeting

Pöyry PLC: Notice to Pöyry PLC's Annual General Meeting

PÖYRY PLC          Company Announcement 6 February 2013 at 8.45 a.m.

Notice is given to the shareholders of Pöyry PLC to the Annual General Meeting
to be held on Thursday, 7 March 2013 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 Annual General Meeting
At the Annual General Meeting, the following matters will be considered:

1.  Opening of the meeting

2.  Calling the meeting to order

3.  Election of persons to scrutinise 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 2012
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 Annual General Meeting that no dividend
be distributed for the year 2012.

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 proposesthat the annual fees for the members of the Board of Directors for the term
until the close of the following Annual General Meeting be 45 000 euros for a
member, 55 000 euros for the Vice Chairman and 65 000 euros for the Chairman of
the Board, and the annual fee for the members of the committees of the Board of
Directors be 15 000 euros. In addition, the Committee proposes that the Annual
General Meeting authorise the Board of Directors to resolve on an additional fee
of not more than 15 000 euros per annum for each of the foreign residents of the
Board of Directors as well as on an additional fee of not more than 5 000 euros
per annum for the foreign residents of the committees of the Board of Directors.
Travel expenses are proposed to be compensated according to the Company's Travel
Instructions. 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 Annual 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 Annual General Meeting that the present Board members Mr. Pekka Ala-
Pietilä, Mr. Georg Ehrnrooth, Mr. Henrik Ehrnrooth, Mr. Alexis Fries, Mr. Heikki
Lehtonen, Mr. Michael Obermayer and Ms. Karen de Segundo be re-elected for the
term until the close of the following Annual General Meeting.

13. Resolution on the remuneration of the auditor
The Audit Committee of the Board of Directors proposes to the Annual 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, PricewaterhouseCoopers Oy continues
as the Company's auditor and Mrs. Merja Lindh as the responsible auditor.

15. 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 Annual General Meeting authorise the
Board of Directors to decide on the acquisition of a maximum of 5,900,000 of the
Company's own shares in one or more tranches by using distributable funds. Such
  share   acquisition   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.

The shares may be acquired in accordance with the Board of Directors' decision
either through  public  trading, in which case the shares would be acquired  in
another proportion than that of the current shareholders, or by a public offer
at market prices at the time of purchase.

The Board of Directors is authorised to resolve on all other terms and
conditions regarding the acquisition of own shares. It is proposed that the
authorisation be effective for a period of 18 months from the decision of the
Annual General Meeting. 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.

16. Proposal by the Board of Directors to authorise the Board of Directors to
decide on the issuance of shares and special rights entitling to shares
The Board of Directors proposes that the Annual General 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 11 800 000 new shares can be issued. A maximum of 5 900 000 own
shares held by the Company can be conveyed.

The Board of Directors proposes that the authorisation comprise 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. 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 Board of Directors is authorised to resolve on all
other terms and conditions regarding the issuance or conveyance of shares and
special rights entitling to shares.

It is proposed that the authorisation shall be effective for a period of 18
months from the decision of the Annual General Meeting. The authorisation
granted to the Board of Directors regarding issuing shares in the previous
Annual General Meeting shall expire simultaneously.

17. Closing of the meeting
B. Documents of the Annual General Meeting
This notice as well as more detailed information on the proposals of the Board
of Directors mentioned above under points 15-16 relating to the agenda of the
Annual General Meeting are available on Pöyry PLC's website at
www.poyry.com/agm2013. The Financial Statements 2012 of Pöyry PLC, which include
the annual accounts and consolidated annual accounts in their entirety and the
report of the Board of Directors and the auditor's report, is available on the
above-mentioned website no later than 14 February 2013. The proposals of the
Board of Directors and the annual accounts are also available at the Annual
General Meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the Annual General Meeting will be
available on the above-mentioned website as of 21 March 2013.

C. Instructions for the participants in the Annual General Meeting
1. The right to participate and registration
Each shareholder who on the record date of the Annual General Meeting 25
February 2013 is registered in the shareholder register of the Company held by
Euroclear Finland Ltd., has the right to participate in the Annual General
Meeting. Shareholders whose shares are registered on his/her personal book-entry
account are registered in the shareholder register of the Company.  Shareholders
wanting to participate in the Annual General Meeting must register for the
meeting no later than Monday 4 March 2013 at 10.00 a.m. Finnish time 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/agm2013;
b) by telephone  +358 10 33 21455 (Katriina Anttinen) 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 or proxy representative and the personal identification
 number of the  proxy representative. The personal data given to Pöyry PLC is
used only in connection with the Annual 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 Annual 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 Annual 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
demonstrate in a reliable manner his/her right to represent the shareholder at
the Annual General Meeting. When a shareholder participates in the Annual
General Meeting by means of several proxy representatives representing the
shareholder with shares on different securities accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the Annual 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
If a holder of nominee registered shares is entitled to be recorded in the
Company's shareholder register on the record date of the Annual General Meeting
25 February 2013, the shareholder may in accordance with the instructions of
his/her custodian bank request that he/she is notified for temporary
registration in the shareholder register of the Company for participation in the
Annual General Meeting at the latest on 4 March 2013 at 10.00 a.m Finnish time.
A holder of nominee registered shares is considered to be registered for the
Annual General Meeting, when he/she is notified for temporary registration in
the shareholder register as described above. A holder of nominee registered
shares is advised to request necessary instructions regarding the temporary
 registration in the shareholder register of the Company, the issuing of proxy
 documents and registration for the Annual General Meeting from his/her
custodian bank sufficiently in advance.

4.  Other instructions and information
The Annual General Meeting will be conducted in Finnish.

On the date of this notice to the Annual General Meeting 6 February 2013, the
total number of shares in Pöyry PLC is 59 759 610  shares and the total number
of votes is 59 061 455 votes.

Vantaa, 6 February 2013
PÖYRY PLC
THE BOARD OF DIRECTORS

Additional information:
Anne Viitala, Executive Vice President, Legal and Commercial
Tel. +358 10 33 22811

Pöyry is an international consulting and engineering company. We serve clients
globally across the energy and industrial sectors and locally in our core
markets. We deliver strategic advisory and engineering services, underpinned by
strong project implementation capability and expertise. Our focus sectors are
power generation, transmission & distribution, forest industry, chemicals &
biorefining, mining & metals, transportation, water and real estate sectors.
Pöyry has an extensive local office network employing about 7,000 experts.
Pöyry's net sales in 2012 were EUR 775 million and the company's shares are
quoted on NASDAQ OMX Helsinki (Pöyry PLC: POY1V).

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