Pöyry - Notice to general meeting

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

Pöyry PLC          Stock Exchange Release 8 February 2017 at 8.45 a.m.


Notice to Pöyry PLC's Annual General Meeting

Notice is given to the shareholders of Pöyry PLC to the Annual General Meeting
to be held on Thursday, 9 March 2017 at 4.00 p.m. in Vantaa, Finland at
Martintalo, Jaakonkatu 2, 01620 Vantaa, Finland. 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 2016

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 financial year 2016.

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 Board of Directors proposes based on the proposal made by the Nomination and
Compensation Committee of the Board of Directors 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 45 000 euros for a member, 55 000 euros for the Vice
Chairman and 65 000 euros for the Chairman of the Board of Directors, and the
annual fee for the members of the committees of the Board of Directors be
15 000 euros. In addition, the Board of Directors proposes based on the proposal
made by the Committee 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. The authorisation shall
be in force until the following Annual General Meeting. Travel expenses are
proposed to be compensated according to the Company's Travel Policy.

11. Resolution on the number of members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting based on the
proposal made by the Nomination and Compensation Committee of the Board of
Directors that the number of members of the Board of Directors be four (4).

12. Election of members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting based on the
proposal made by the Nomination and Compensation Committee of the Board of
Directors  that the present Board members Helene Biström, Henrik Ehrnrooth,
Michael Rosenlew and Teuvo Salminen be re-elected for the term until the close
of the following Annual General Meeting. The above mentioned persons have given
their consent to the election. Pekka Ala-Pietilä and Alexis Fries have informed
that they will not be available for re-election.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting, in accordance
with the recommendation of the Board's Audit Committee, that the auditor be
reimbursed according to the auditor's invoice approved by the Company 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, audit firm PricewaterhouseCoopers
Oy continues as the Company's auditor and APA Ms. 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 Company's own 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 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 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.
The consideration paid for the shares acquired must be based on the company's
share price as it is quoted in trading in the Helsinki Stock Exchange's stock
exchange list.

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.

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.

Based on this authorisation, the Board shall have the authority to decide on a
share issue and issue of special rights in deviation of the pre-emptive
subscription right of the shareholders (directed issue) subject to the
conditions mentioned in the Companies Act. The authorisation can 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.

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 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. Meeting 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 point 15 and 16 relating to the agenda of the
Annual General Meeting is available on Pöyry PLC's website at
www.poyry.com/agm2017. Pöyry PLC'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 16 February 2017. The above-mentioned 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 23 March 2017.

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 27
February 2017 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 6 March 2017 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/agm2017;
 b. by telephone +358 10 33 21455 (Katriina Anttinen) Monday through Friday
    between 9 a.m. and 4 p.m. Finnish time; or
 c. 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 or date of birth of the proxy representative. Shareholders, their
representatives, or proxy representatives present at the meeting should, where
required, be able to prove their identity and/or authorisation to represent a
shareholder. The personal data given to Pöyry PLC is used only in connection
with the Annual General Meeting and with the processing of related
registrations.

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
27 February 2017, 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 6 March 2017 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 and it is translated
into English. The President and CEO's presentation will be presented in English
and will be translated into Finnish.

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.

On the date of this notice to the Annual General Meeting 8 February 2017, the
total number of shares in Pöyry PLC is 59 759 610 shares and the total number of
votes is 59 340 555 votes.

Vantaa, 8 February 2017

PÖYRY PLC
THE BOARD OF DIRECTORS

Additional information:
Jutta Karlsson, Group General Counsel
Tel. +358 10 33 49696

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