Pöyry - Notice to general meeting

Notice to Pöyry PLC's Annual General Meeting

PÖYRY PLC          Company Announcement 8 February 2011 at 9.00 a.m.

Notice is given to the shareholders of Pöyry PLC to the Annual General Meeting
to be held on Thursday, 10 March 2011 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 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 2010

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 0.10
euro per share be distributed for the year 2010. The Board of Directors proposes
that the dividend be paid on 22 March 2011. 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 15 March
2011.

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 40 000 euros for a
member, 50 000 euros for the Vice Chairman and 60 000 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 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.

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. 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 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 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 5 900 000 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.

16. Proposal by the Board of Directors to authorise the Board of Directors to
issue shares

The Board of Directors proposes that the 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.

It is proposed that the authorisation shall be effective for a period of 18
months.

17. 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 15-16 relating to the agenda of the
General Meeting are available on Pöyry PLC's website at www.poyry.com/agm2011.
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 17 February 2011. 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 24 March 2011.

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 28 February 2011
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 7 March 2011 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/agm2011;
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 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 28
February 2011, 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 7 March 2011 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 8 February 2011, the total
number of shares in Pöyry PLC is 59 413 798 shares and the total number of votes
is 59 011 650 votes.

Vantaa, 8 February 2011
PÖYRY PLC
The Board of Directors

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

Pöyry is a global consulting and engineering company dedicated to balanced
sustainability. We offer our clients integrated management consulting, total
solutions for complex projects and efficient, best-in-class design and
supervision. Our in-depth expertise extends to the fields of energy, industry,
urban & mobility and water & environment. Pöyry has 7000 experts operating in
about 50 countries, locally and globally. Pöyry's net sales in 2009 were EUR
674 million and the company's shares are quoted on NASDAQ OMX Helsinki (Pöyry
PLC: POY1V).

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



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