Pöyry - Notice to general meeting

NOTICE TO PÖYRY PLC'S ANNUAL GENERAL MEETING

PÖYRY PLC          Company Announcement 4 February 2009 at 9:00 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 Tuesday, 10 March 2009 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 scrutinize 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 2008

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 0.65 per share be distributed for the year 2008. The
Board of Directors proposes that the dividend be paid on 20 March
2009. The dividend is payable to shareholders entered into the
shareholder register maintained by the Finnish Central Securities
Depository Ltd. on the record date determined by the Board of
Directors 13 March 2009.

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 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. Harri Piehl and Ms. Karen de Segundo be re-elected
for the term until the close of the following Annual General Meeting.
In addition, the Committee proposes that Dr. Michael Obermayer, Ph.D.
(Biophysics), MBA be elected as new member of the Board of Directors
for the same term. Dr. Obermayer has an extensive international
career in management consulting. He is Emeritus Director and former
Senior Partner of McKinsey & Company, Inc. Additionally, he is the
former Managing Director of the World Economic Forum, Geneva and is
the founder and Chairman of Fjord Capital Partners and Fjord Clean
Energy Fund LP. Mr. Steinegger 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, in accordance with the
proposition of KPMG Oy Ab, Mr. Sixten Nyman continues 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
the following:"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."

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 non-restricted
distributable 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 Director's
decision either through public trading or by a public offer at market
prices at the time of purchase.

It is proposed that the authorization 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 lower the legal reserve and
the share premium reserve by transferring the funds in the reserves
into the reserve for invested unrestricted equity

The Board of Directors proposes that the General Meeting lower the
legal reserve and the share premium reserve by transferring the
entire capital of the reserves at the time of the General Meeting in
the aggregate amount of EUR 50 420 234.49 into the reserve for
invested unrestricted equity.

18. Closing of the meeting

B. Documents of the General Meeting

This notice as well as more detailed information on the Board of
Directors' proposals 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/agm2009. The annual report of Pöyry PLC,
including the Company'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 27 February 2009. 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 2009.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration

Each shareholder who is registered on 27 February 2009 in the
shareholders' register of the company held by the Finnish Central
Securities Depository 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 shareholders'
register of the Company.

Shareholders wanting to participate in the General Meeting must
register for the meeting no later than 6 March 2009 at 4 p.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/agm2009;

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, shareholders shall notify
his/her name, personal identification number or date of birth,
telephone number and the name of a possible assistant. 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 in a reliable manner demonstrate his/her right to represent
the shareholder at 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

A holder of nominee registered shares wanting to participate in the
General Meeting must be entered into the shareholders' register of
the Company on the record date 27 February 2009 of the General
Meeting.

A holder of nominee registered shares is advised to request necessary
instructions regarding the registration in the shareholder's register
of the Company, the issuing of proxy documents and registration for
the General Meeting from his/her custodian bank.

4. Other instructions and information

The General Meeting will be conducted in Finnish.

On the date of this notice to the General Meeting 4 February 2009,
the total number of shares in Pöyry PLC is 58 878 602 shares and the
total number of votes is 58 483 602 votes.

Vantaa, 4 February 2009

PÖYRY PLC
The Board of Directors

PÖYRY PLC

Heikki Malinen
President and CEO

Teuvo Salminen
Deputy to the President and CEO

Additional information by:
Anne Viitala, Executive Vice President, Legal and Risk Management,
Pöyry PLC
Tel. +358 10 33 22811

www.poyry.com

DISTRIBUTION:
NASDAQ OMX Helsinki
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