Pöyry - Company Announcement

Notice to Pöyry PLC's Annual General Meeting

PÖYRY PLC          Company Announcement 2 February 2010 at 9.00 a.m.

Notice is given to the shareholders of Pöyry PLC to the Annual General Meeting
to be held on Thursday, 11 March 2010 at 4.00 p.m. at Hall A in the Finlandia
Hall, Mannerheimintie 13 e, 00100 Helsinki, Finland (entrances M1 and K1). 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 General Meeting

At the 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 2009

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 General Meeting that a dividend of EUR
0.10 per share be distributed for the year 2009. The Board of Directors proposes
that the dividend be paid on 23 March 2010. The dividend is payable to
shareholders entered into the shareholder register maintained by Euroclear
Finland Ltd. on the record date determined by the Board of Directors, 16 March
2010.

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 proposes
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 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 for 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 resolve on an additional fee of not more
than EUR 15 000 per annum for each of the foreign residents of the Board of
Directors as well as on an additional fee of not more than EUR 5 000 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.

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 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 General Meeting that the present Board members Mr. Henrik Ehrnrooth, Mr.
Heikki Lehtonen, Mr. Pekka Ala-Pietilä, Mr. Alexis Fries, Mr. Michael Obermayer
and Ms. Karen de Segundo be re-elected for the term until the close of the
following Annual General Meeting. The Committee also proposes that Mr. Georg
Ehrnrooth be elected as a new member of the Board of Directors for the same
term.

Mr. Georg Ehrnrooth is Chairman of the Board of Directors and CEO of several
companies and foundations. He has several years of experience in banking and
investment.

Mr. Harri Piehl has informed that he will not be available for re-election.

13. Resolution on the remuneration of the auditor

The Audit Committee of the Board of Directors proposes to the 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, KPMG Oy Ab continues as the
Company's auditor and Mr. Sixten Nyman as the responsible auditor.

15. Proposal by the Board of Directors to amend the Articles of Association

The Board of Directors proposes that Section 8 of the Articles of Association
regarding the notice to the General Meeting be amended to read as follows:"The notice to the General Meeting shall be delivered to the shareholders at the
earliest three (3) months and at the latest twenty-one (21) days prior to the
General Meeting by releasing the notice on the Company's website and, if so
decided by the Board of Directors, by publishing the notice in one newspaper
with a wide circulation determined by the Board of Directors. The notice shall
nonetheless be delivered to the shareholders at the latest nine (9) days prior
to the record date of the General Meeting."

16. 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 General Meeting authorise the Board of
Directors to decide on the acquisition of a maximum of 5 800 000 of the
Company's own shares 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. It is proposed that the authorisation be effective for a period of
18 months. 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.

17. Proposal by the Board of Directors to authorise the Board of Directors to
decide on making a donation to the Aalto University

The Board of Directors proposes that the General Meeting authorise the Board of
Directors to decide on making a donation of a maximum of EUR 300 000 to the
Aalto University on terms and conditions to be determined separately by the
Board of Directors.

18. Closing of the meeting

B. Documents of the General Meeting

This notice as well as more detailed information on the proposals of the Board
of Directors mentioned above under points 15-17 relating to the agenda of the
General Meeting are available on Pöyry PLC's website at www.poyry.com/agm2010.
The annual report of Pöyry PLC, including the Company's annual accounts, the
report of the Board of Directors and the auditor's report, is available on the
above-mentioned website no later than 18 February 2010. The proposals of the
Board of Directors and the annual accounts are also available at the General
Meeting. Copies of these documents and of this notice will be sent to
shareholders upon request. The minutes of the General Meeting will be available
on the above-mentioned website as of 25 March 2010.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration

Each shareholder who on the record date of the General Meeting, 1 March 2010, is
registered in the shareholder register of the Company held by Euroclear Finland
Ltd. has the right to participate in the 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 General Meeting must register for the meeting no later than Monday 8 March
2010 at 10.00 a.m. 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/agm2010;
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.

In connection with the registration, the shareholder 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 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 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 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 General Meeting. When a shareholder participates in the 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 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 General Meeting 1 March
2010, 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 General Meeting at
the latest on 8 March 2010 at 10.00 a.m. A holder of nominee registered shares
is considered to be registered for the 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 General Meeting from
his/her custodian bank sufficiently in advance.

4. Other instructions and information

The General Meeting will be conducted in Finnish.

On the date of this notice to the General Meeting, 2 February 2010, the total
number of shares in Pöyry PLC is 58 971 398 shares and the total number of votes
is 58 589 537 votes.

Vantaa, 2 February 2010
PÖYRY PLC
The Board of Directors

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

DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.poyry.com


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