The shareholders of Jaakko Pöyry Group Oyj are hereby convened to the Annual General Meeting of Shareholders ("Annual Meeting") to be held on Wednesday, March 5, 2003 beginning at 4.00 p.m. at the Pöyry House, Jaakonkatu 3, 01620 Vantaa, Finland.
Agenda for the Annual Meeting:
1. Items to Be Dealt with at the Annual Meeting Pursuant to the Companies Act and Section 12 of the Articles of Association
2. The Board of Directors' Proposal for an Authorisation to Issue New Shares
The Board of Directors proposes that the Board of Directors be authorised 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 1 000 000 euros 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 right provided that the company has an important financial reason for the deviation, such as strengthening the company's capital structure, financing company acquisitions or implementing co-operation arrangements. It is proposed that shares may also be subscribed against contribution in kind or by means of set-off. The authorisation shall be in force until the next Annual Meeting, however not longer than one year from the decision of this Annual Meeting.
3. The Board of Directors' Proposal to Acquire Own Shares
The Board of Directors proposes that the Board of Directors be authorised 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 company's distributable shareholders' equity. The company's own shares can be acquired in order to strengthen the company's capital structure, and 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 share acquisition shall be realised so that the aggregate amount of own shares in the possession of the company at any one time shall not exceed 689 500 shares, which is less than 5 per cent of the company's share capital and of all votes. The said 689 500 own shares include those own shares acquired by the company pursuant to the resolution to authorise the acquisition of own shares made by the Annual General Meeting on March 6, 2002. At the date of this notice of the Annual Meeting, the company holds 10 000 own shares acquired pursuant to the aforementioned authorisation. Shares will be acquired in accordance with the Board of Directors' decision either through public trading or by public offer at their market price at the time of purchase. The authorisation shall be
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in force until the next Annual Meeting, however not longer than one year from the decision of this Annual Meeting.
4. The Board of Directors' Proposal to Convey Own Shares
The Board of Directors proposes that the Board of Directors be authorised to convey the company's own shares in the company's possession at any one time. The authorisation is proposed to encompass no more than 689 500 shares, which is less than 5 per cent of the company's share capital and of all votes of all shares. The said 689 500 own shares include those own shares acquired by the company pursuant to the resolution to authorise the acquisition of own shares made by the Annual General Meeting on March 6, 2002. At the date of this notice of the Annual Meeting, the company holds 10 000 own shares acquired pursuant to the aforementioned authorisation. The Board of Directors shall be 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 a price at least equal to their market price at the time of conveyance as determined in public trading. The authorisation shall be in force until the next Annual Meeting, however not longer than one year from the decision of this Annual Meeting.
5. The Board of Directors' Proposal for Distribution of Dividends
The Board of Directors proposes to the Annual Meeting that a dividend of EUR 0.60 per share be distributed for the year 2002. The dividend is payable to shareholders entered into the Shareholder Register maintained by the Finnish Central Securities Depository Ltd. on the record date, March 10, 2003, set by the Board of Directors. The dividend will be paid on the fifth banking day following the record date.
Documents relating to the annual accounts and copies of the Board of Directors' proposals concerning the above items 2, 3 and 4 including appendices and other documents to be dealt with at the Annual Meeting will be available for examination by the shareholders as of Wednesday, February 26, 2003 at the address given below. From the said date, the company will on request mail copies of the above-mentioned documents to the shareholders.
Shareholders entered no later than 10 days prior to the Annual Meeting into the Shareholder Register maintained by the Finnish Central Securities Depository Ltd. have the right to attend and exercise voting rights at the Annual Meeting. As the aforementioned day is not a record day according to the rules of the Finnish Central Securities Depository, the right to attend the Annual Meeting is determined in accordance with the preceding record day, i.e. by Friday, February 21, 2003. Foreign shareholders holding nominee-registered shares who wish to participate in the Annual Meeting can temporarily be registered in the shareholder
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register. Such registration takes place on Friday, February 21, 2003. For temporary registration, foreign shareholders shall contact their custodian.
Shareholders wishing to attend the Annual Meeting are requested to register their attendance with the company's headquarters no later than by 12:00 a.m., Monday, March 3, 2003. Please register either by telephone at +358 9 8947 2224, by e-mail to marja.hulphers@poyry.fi, by fax at +358 9 878 1816 or by letter to Jaakko Pöyry Group Oyj, Legal Department, P.O. Box 4, FIN-01621 Vantaa, Finland. Proxies shall be submitted when registering attendance at the Annual Meeting.
We wish all our shareholders welcome to the Annual Meeting.
Vantaa, February 6, 2003
Jaakko Pöyry Group Oyj
The Board of Directors
JAAKKO PÖYRY GROUP OYJ
Erkki Pehu-Lehtonen
President and CEO
Teuvo Salminen
Deputy to President and CEO
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Enclosure 1
THE BOARD OF DIRECTORS' PROPOSAL FOR AUTHORISATION TO ISSUE NEW SHARES
The Board of Directors proposes that the Annual Meeting authorise the Board of Directors to decide on the increase of the 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 1 000 000 euros by issuing for subscription a maximum of 1 000 000 new shares on terms otherwise to be determined by the Board of Directors.
The Board of Directors shall be entitled to deviate from the shareholders' pre-emptive subscription right provided that the company has an important financial reason for the deviation, such as strengthening the company's capital structure, financing company acquisitions or implementing co-operation arrangements. It is proposed that shares may also be subscribed against contribution in kind or by means of set-off.
The Board of Directors is authorised to deviate from the shareholders' pre-emptive subscription right so that, with regard to the total amount of the increase and the total number of votes attached to the shares to be issued, the valid unused authorisations may correspond to a maximum of one-fifth of the registered share capital and the aggregate number of votes attached to the shares at the time of the authorisation by the General Meeting and the decision by the Board of Directors to increase the share capital.
The authorisation shall be in force until the next Annual Meeting, however not longer than one year from the decision of this Annual Meeting.
The decision by the Annual Meeting shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the meeting.
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Enclosure 2
THE BOARD OF DIRECTORS' PROPOSAL FOR AUTHORISATION TO ACQUIRE THE COMPANY'S OWN SHARES
The Board of Directors proposes that the Annual Meeting authorise 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 company's distributable shareholders' equity.
The company's own shares can be acquired in order to strengthen the company's capital structure, and 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.
An aggregate of 689 500 shares may be acquired so that the aggregate number of votes of own shares in the company's and its subsidiaries' possession at any one time is less than 5 per cent of the votes of all shares in the company, and their aggregate accounting par value is less than 5 per cent of the company's share capital. The said 689 500 shares include those own shares acquired by the company pursuant to the resolution to authorise the acquisition of own shares made by the Annual General Meeting on March 6, 2002. At the date of this notice of the Annual Meeting, the company holds 10 000 own shares acquired pursuant to the aforementioned authorisation.
Shares will be acquired in accordance with the Board of Directors' decision either through public trading or by public offer at their market price 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 persons belonging to the inner circle of the company is known in advance.
The authorisation shall be in force until the next Annual Meeting, however not longer than one year from the decision of this Annual Meeting.
The decision by the Annual Meeting shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the meeting.
6(6)
Enclosure 3
THE BOARD OF DIRECTORS' PROPOSAL FOR AUTHORISATION TO CONVEY THE COMPANY'S OWN SHARES
The Board of Directors proposes that the Annual Meeting authorise the Board of Directors to convey own shares in the company's possession at any one time, the aggregate accounting par value or aggregate voting rights of which may not be more than 5 per cent of the company's share capital or may not represent more than 5 per cent of all shares' votes i.e. a maximum of 689 500 shares, on the terms set out below.
The said 689 500 own shares include those own shares acquired by the company pursuant to the resolution to authorise the acquisition of own shares made by the Annual General Meeting on March 6, 2002. At the date of this notice of the Annual Meeting, the company holds 10 000 own shares acquired pursuant to the aforementioned authorisation.
The Board of Directors shall be authorised to decide to whom and in which order own shares 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, provided that the company has an important financial reason for the deviation, such as an acquisition of assets related to the company's business or possible company acquisitions.
The shares may be conveyed in public trading, or as payment for acquisitions of assets related to the company's business as payment for possible company acquisitions in the manner and to the extent decided by the Board of Directors, or as part of the company's incentive programme.
The shares shall be conveyed at a price at least equal to their market price at the time of conveyance as determined in public trading.
The authorisation shall be in force until the next Annual Meeting, however not longer than one year from the decision of this Annual Meeting.
The decision by the Annual Meeting shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the meeting.