The Annual General Meeting ("Annual Meeting") of Jaakko Pöyry Group Oyj has on March 6, 2002 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, the company's President and CEO, and the Executive Vice President and Deputy CEO discharge from liability for the financial year ended December 31, 2001.
The Annual Meeting decided that a dividend of EUR 0.60 be distributed per share, i.e. a total amount of EUR 8,174,136.60 for the financial year 2001. The closing date for distribution of dividend is March 11, 2002 and the payment date is March 18, 2002.
The Annual Meeting re-elected the following members to the 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.), Franz Steinegger, LL.Lic., Attorney at Law and Jaakko Pöyry, M.Sc. (Mech.Eng.). Harri Piehl, M.Sc. (Eng.) was elected new member of the Board of Directors, replacing Niilo Pellonmaa, who had announced that he would not be available for re-election. 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.
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 for the deviation, such as strengthening of the company's capital structure, financing company acquisitions or implementing 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.
Invalidation of own shares
The Annual Meeting decided to invalidate all 309,300 own shares in the company's possession and to reduce the company's share capital by an amount corresponding to the total accounting par value of the invalidated shares, i.e. by 309,300 euros.
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, in possible company acquisitions in the manner and to the extent decided by the Board of Directors, and as part of the company's incentive programme.
- The permitted aggregate amount of own shares in the possession of the company at any given time shall be 662,332 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 purchase.
- 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 at any one time on the following terms:
- The authorisation is proposed to encompass no more than 662,332 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, for possible company acquisitions in the manner and to the extent decided by the Board of Directors, and as part of the company's incentive programme.
- 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.
JAAKKO PÖYRY GROUP OYJ
Erkki Pehu-Lehtonen
President and CEO
Teuvo Salminen
Executive Vice President