Pöyry - Decisions of general meeting

DECISIONS MADE BY THE ANNUAL GENERAL MEETING OF PÖYRY PLC

The Annual General Meeting ("Annual Meeting") of Pöyry Plc has on
March 5, 2007 made the following decisions:

The Annual Meeting adopted Pöyry Plc's financial statements and the
consolidated statements and granted the members of the Board of
Directors, the company's President and CEO, and the Deputy to the
President and CEO discharge from liability for the financial year
ended December 31, 2006.

The Annual Meeting resolved that a dividend of EUR 0.50 be
distributed per outstanding share for the financial year 2006. The
record date for distribution of dividend is March 8, 2007 and the
payment date is March 15, 2007.

The Annual Meeting resolved that the Board of Directors consist of
seven (7) ordinary members. The Annual Meeting re-elected the
following members to the Board of Directors: Henrik Ehrnrooth, Pekka
Ala-Pietilä, Matti Lehti, Heikki Lehtonen, Harri Piehl, Franz
Steinegger and Karen de Segundo.

The Annual Meeting resolved 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 12 500. In addition, the Annual Meeting authorised the Board
of Directors to decide about an additional fee of not more than EUR
12 500 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.

In its assembly meeting immediately following the Annual Meeting, the
Board of Directors elected Henrik Ehrnrooth as Chairman and Heikki
Lehtonen as Vice Chairman. With regard to the Board's committees, the
Board of Directors resolved to divide the Nomination and Compensation
Committee into two committees. Heikki Lehtonen and Harri Piehl were
elected members of the Audit Committee. Henrik Ehrnrooth, Matti
Lehti, Pekka Ala-Pietilä as well as Georg Ehrnrooth as the external
member were elected members of the Nomination Committee. Karen de
Segundo and Heikki Lehtonen were elected members of the Compensation
Committee. In accordance with the authorisation by the Annual Meeting
the Board resolved to pay an additional fee of EUR 12 500 per annum
to the foreign resident members of the Board.

KPMG Oy Ab, Authorised Public Accountants, continues as Pöyry Plc's
auditors based on the resolution made in the Annual Meeting on March
6, 2002. Sixten Nyman, Authorised Public Accountant, continues as
Auditor in Charge.

Authorisation to issue shares

The Annual Meeting authorised 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 authorisation also comprises 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. Within the above mentioned limits 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. 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 until the next Annual General
Meeting.

Authorisation to acquire the company's own shares

The Annual Meeting authorised 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 can be acquired. The company's own shares can be
acquired in accordance with the decision of the Board of Directors
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.

PÖYRY PLC

Erkki Pehu-Lehtonen
President and CEO

Teuvo Salminen
Deputy to President and CEO

Additional information by:
Satu Perälampi, Investor Relations Manager, Pöyry Plc
tel. +358 10 33 23002, +358 40 526 3388
Anne Viitala, Group General Counsel, Pöyry Plc
tel. +358 10 33 22811, +358 40 511 6151

www.poyry.com

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