2017-08-04 07:25:15 CEST

2017-08-04 07:25:15 CEST


REGULATED INFORMATION

Finnish English
Pöyry - Other information disclosed according to the rules of the Exchange

Pöyry PLC: Directed share issue related to Pöyry PLC's share-based incentive plan and share issue to the company itself without consideration


Pöyry PLC          Stock Exchange Release 4 August 2017 at 8:25 a.m. (EEST)

Directed share issue related to Pöyry PLC's share-based incentive plan and share
issue to the company itself without consideration

The  Board of  Directors of  Pöyry PLC  resolved on  a new long-term share-based
incentive  plan targeted to the top management  and key personnel of the Company
in  May 2017 where they purchase the  Company's shares as an initial investment.
The  terms of the  share-based incentive plan  were announced in  more detail in
stock exchange release on 5 May 2017.

Directed share issue related to Pöyry PLC's share-based incentive plan

In order to implement the initial investment relating to the incentive plan, the
Board  of Directors of Pöyry PLC has  on 3 August 2017 resolved on a share issue
directed  to the persons entitled to participate in the plan. At this stage, the
share-based incentive plan covers 9 participants. In total a maximum of 551 000
new shares in the Company will be offered in the share issue for subscription to
persons   entitled  to  participate  in  the  plan  at  this  stage.  The  share
subscription  price for the  new shares to  be paid by  each of the participants
will  be 90% of  the trade  volume weighted  average quotation  of the  share on
Nasdaq  Helsinki Ltd on 8 August 2017. The share subscription period ends on 14
August  2017. Should the shares offered for  subscription be subscribed in full,
the  maximum  total  number  of  the  Company's  shares  will be 60 310 610. New
participants  may join the incentive plan if  decided by the Board of Directors.
The maximum amount of participants in the incentive plan is 15.

The  new shares directed to the top  management and key personnel of the Company
as  a part of the share-based incentive plan are estimated to be registered with
the  Trade Register and Euroclear Finland  in September 2017 and the shares will
be  listed  on  Nasdaq  Helsinki  Ltd  without  delay after the shares have been
registered.

The  directed share issue is based on  the authorization granted to the Board of
Directors  of Pöyry PLC by the Company's  Annual General Meeting held on 9 March
2017.

Share issue to the Company itself without consideration

In  addition, the Board of Directors of  Pöyry PLC has on 3 August 2017 resolved
on  the issuance of 1 771 000 new shares  to the Company itself without payment.
In  future, the Company may use these shares, inter alia, 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 programs. After
the  share issuance, the total number  of the Company's shares is 61 530 610 and
the  number  of  own  shares  held  by  the Company is 2 190 055. The new shares
directed  to the Company  itself are estimated  to be registered  with the Trade
Register  and Euroclear Finland on 16 August  2017 and the shares will be listed
on Nasdaq Helsinki Ltd without delay after the shares have been registered.

The  share issue without consideration is  based on the authorization granted to
the Board of Directors of Pöyry PLC by the Company's Annual General Meeting held
on 9 March 2017.

Total  number of shares  after the directed  share issue and  share issue to the
Company itself

The  total number  of the  Company's shares  after the  directed share issue and
share  issue to the  Company itself without  payment is 62 081 610 provided that
the  shares offered for subscription in  the directed share issue are subscribed
in full.

PÖYRY PLC

Additional information:
Michael Rosenlew, Chairman of the Nomination and Compensation Committee
Tel. +358 10 33 22629

Pöyry is an international consulting and engineering company.  We deliver smart
solutions across power generation, transmission & distribution, forest industry,
chemicals & biorefining, mining & metals, transportation and water. Pöyry's net
sales in 2016 were EUR 530 million. The company's shares are quoted on Nasdaq
Helsinki (POY1V). Approximately 5500 experts. 40 countries. 130 offices.

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