The Annual General Meeting ("Annual Meeting") of Jaakko Pöyry Group Oyj has on March 8, 2001 made the following decisions:
The Annual Meeting adopted Jaakko Pöyry Group Oyj's financial statements and the consolidated statements and granted the members of the Board of Directors and the company's President and CEO discharge from liability for the financial year ended December 31, 2000.
The Annual Meeting decided that a dividend of EUR 0.60 be distributed per share, or a total amount of EUR 8,234,571.60 for the financial year 2000. The closing date for distribution of dividend is March 13, 2001 and the payment starts on March 20, 2001.
The Annual Meeting re-elected the following members to Board of Directors: Olle Alsholm, M.Sc.(Chem.Eng.), Henrik Ehrnrooth, M.Sc.(Forest Econ.), B.B.A., Matti Lehti, M.Sc. (Econ.), Ph.D.(Econ.), Heikki Lehtonen, M.Sc.(Eng.), Niilo Pellonmaa, M.Sc.(Commercial) and Jaakko Pöyry, M.Sc.(Mech.Eng.). Franz Steinegger, LL.Lic., Attorney at Law was elected new member of the Board of Directors. In its first meeting immediately following the Annual Meeting, the Board of Directors elected Heikki Lehtonen as Chairman and Henrik Ehrnrooth and Jaakko Pöyry as Vice Chairmen.
The Annual Meeting elected KPMG Wideri Oy, Authorized Public Accountants, as Jaakko Pöyry Group Oyj's auditors, with Albrecht Hagert, Authorized Public Accountant, as chief responsible auditor and Tiina Torniainen, Authorized Public Accountant, as deputy auditor.
Authorisation to issue new shares
The Annual Meeting authorised the Board of Directors to decide on an increase of share capital by a new issue and/or by taking a convertible loan and/or by issuing option rights so that based on the new issue, the convertible bonds and the option rights the share capital can be increased by a maximum of EUR 1,000,000 by issuing for subscription a maximum of 1,000,000 new shares upon terms otherwise to be determined by the Board of Directors. The Board of Directors shall have the right to deviate from the shareholders' pre-emptive subscription rights provided that the company has an important financial reason fom the deviation, such as strengthening of the company's capital structure, financing of company acquisitions or implementation of co-operation arrangements. The authorisation is in force until the next Annual Meeting, however not longer than one year from the decision of this Annual Meeting.
Acquisition of the company's own shares
The Annual Meeting authorised the Board of Directors to decide on the acquisition of the company's own shares with funds distributable as profit on the terms given below:
- The share acquisition reduces the distributable shareholders' equity.
- The company's own shares can be acquired in order to strengthen the company's capital structure, to be used as payment when the company acquires assets related to the company's business as well as in possible company acquisitions in the manner and to the extent decided by the Board of Directors.
- The permitted aggregate amount of own shares in the posession of the company at any given time shall be 686,214 shares, which is less than 5 per cent of the company's share capital and of all the votes of all shares.
- Shares will be acquired by the Board of Directors' decision either through public trading or by public offer at their market price at the time of puchase.
- The authorisation is in force until the next Annual Meeting, however not longer than one year from the decision of this Annual Meeting.
Conveyance of the company's own shares
The Annual Meeting authorised the Board of Directors to convey the company's own shares in the company's possession from time to time on the following terms:
- The authorisation is proposed to encompass no more than 686,214 shares, which is less than 5 per cent of the company's share capital and of all the votes of all shares.
- The Board of Directors was authorised to decide to whom and in which order own shares held are conveyed. The Board of Directors shall be entitled to decide on conveyance of own shares in an order deviating from the shareholders' pre-emptive right to acquire own shares.
- The shares may be conveyed as payment for acquisition of assets related to the company's business or for possible company acquisitions in the manner and to the extent decided by the Board of Directors.
- The shares shall be conveyed at least at their market price at the time of conveyance as determined in public trading.
- The authorisation is in force until the next Annual Meeting, however not longer than one year from the decision of this Annual Meeting.
Amendment of Articles of Association
The Annual Meeting approved the Board of Directors' proposal for amendment of Sections 10 and 12 of the Articles of Association so that as the company's auditors may be elected one certified public auditing company on a term until further notice. Furthermore, the first and the third sentence of Section 11 are amended to correspond with current legislation so that the latest date for registration of attendance at a General Meeting of Shareholders may not be earlier than ten days prior to the meeting and so that the notice to convene a General Meeting shall be issued no later than seventeen days prior to the meeting.
JAAKKO PÖYRY GROUP OYJ
Erkki Pehu-Lehtonen
Teuvo Salminen