PÖYRY PLC Company announcement 10 March 2011 at 7.25 p.m.
The Annual General Meeting ("AGM") of Pöyry PLC has on 10 March 2011 made the
following decisions:
The AGM adopted Pöyry PLC's annual accounts and granted the members of the Board
of Directors and the company's President and CEO discharge from liability for
the financial period 1 January to 31 December 2010.
The AGM decided that a dividend of EUR 0.10 be distributed per outstanding share
for the financial year 2010. The record date for distribution of dividend is 15
March 2011 and the payment date is 22 March 2011.
The AGM decided that the Board of Directors consist of seven (7) ordinary
members. The AGM elected the following members to the Board of Directors: Mr.
Pekka Ala-Pietilä, Mr. Georg Ehrnrooth, Mr. Henrik Ehrnrooth, Mr. Alexis Fries,
Mr. Heikki Lehtonen, Mr. Michael Obermayer and Ms. Karen de Segundo.
The AGM decided 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 15 000. In addition, the AGM authorised the Board
of Directors to decide about an additional fee of not more than EUR 15 000 per
annum for each of the foreign residents of the Board of Directors and an
additional fee of not more than EUR 5 000 per annum for each of the foreign
residents of the committees of the Board of Directors. The authorisation shall
be in force until the next AGM.
In its assembly meeting immediately following the AGM, the Board of Directors
elected Henrik Ehrnrooth as Chairman and Heikki Lehtonen as Vice Chairman.
Heikki Lehtonen, Alexis Fries and Georg Ehrnrooth were elected members of the
Audit Committee. Henrik Ehrnrooth, Heikki Lehtonen, Karen de Segundo and Pekka
Ala-Pietilä were elected members of the Nomination and Compensation Committee.
In accordance with the authorisation by the AGM the Board decided to pay an
additional fee of EUR 15 000 per annum to the foreign residents of the Board of
Directors and an additional fee of EUR 5 000 per annum to the foreign residents
of the committees of the Board of Directors.
KPMG Oy Ab, Authorised Public Accountants, continues as Pöyry PLC's auditors
based on the resolution made in the AGM on 6 March 2002. Sixten Nyman,
Authorised Public Accountant, continues as responsible auditor.
Authorisation to acquire the company's own shares
The AGM authorised the Board of Directors to decide on the acquisition the
company's own shares by using distributable funds on the terms given below. The
acquisition of shares 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. A maximum of 5 900 000 shares
can be acquired. The amount of shares in the possession of the company shall at
no time exceed one tenth (1/10) of the aggregate amount of shares in the
company. The shares will be acquired in accordance with the decision of the
Board of Directors either through public trading, in which case the shares would
be acquired in another proportion than that of the current shareholders, or by
public offer at market prices at the time of purchase. As the acquisition takes
place in public, neither the order of acquisition nor the effect of the
acquisition on the distribution of ownership and voting rights in the company
nor the distribution of ownership and votes among insiders of the company is
known in advance.
The Board of Directors is authorised to decide on all other terms and
conditions.
The authorisation shall be in force 18 months from the decision of this AGM. The
authorisation granted by the previous AGM regarding acquisition of the company's
own shares expired simultaneously.
Authorisation to issue shares
The AGM 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 11 800 000 new shares can be issued. A maximum of 5 900 000 own
shares held by the company can be conveyed.
The authorisation comprises 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. The 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 18 months from the decision of this AGM.
PÖYRY PLC
Additional information by:
Anne Viitala, Executive Vice President, Legal and Commercial, Pöyry PLC
tel. +358 10 33 22811, +358 40 511 6151
Pöyry is a global consulting and engineering company dedicated to balanced
sustainability and responsible business. With quality and integrity at our core,
we deliver best-in-class management consulting, total solutions, and design and
supervision. Our in-depth expertise extends to the fields of energy, industry,
urban & mobility and water & environment. Pöyry has 7,000 experts and a local
office network in about 50 countries. Pöyry's net sales in 2010 were EUR 682
million and the company's shares are quoted on the NASDAQ OMX Helsinki. (Pöyry
PLC: POY1V).
DISTRIBUTION:
NASDAQ OMX Helsinki
Major media
www.poyry.com
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