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2016-02-10

Pöyry PLC: Notice to Pöyry PLC's Annual General Meeting

PÖYRY PLC Company Announcement 10 February 2016 at 8.45 a.m.

Notice to Pöyry PLC's Annual General Meeting

Notice is given to the shareholders of Pöyry PLC to the Annual General Meeting
to be held on Thursday, 10 March 2016 at 4.00 p.m. at the Helsinki Hall of
the Finlandia Hall, Mannerheimintie 13 e, 00100 Helsinki, Finland (entrances
M3 and K3). The reception of persons who have registered for the meeting and
the distribution of voting tickets will commence at 3.00 p.m.

A. Matters on the agenda of the Annual General Meeting

At the Annual General Meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2015

Review by the President and CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend

The Board of Directors proposes to the Annual General Meeting that no dividend
be distributed for the financial year 2015.

9. Resolution on the discharge of the members of the Board of Directors and
the President and CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes
that the annual fees for the members of the Board of Directors for the term
until the close of the following Annual General Meeting be 45 000 euros for a
member, 55 000 euros for the Vice Chairman and 65 000 euros for the Chairman
of the Board of Directors, and the annual fee for the members of the
committees of the Board of Directors be 15 000 euros. In addition, the
Committee proposes that the Annual General Meeting authorise the Board of
Directors to resolve on an additional fee of not more than 15 000 euros per
annum for each of the foreign residents of the Board of Directors as well as
on an additional fee of not more than 5 000 euros per annum for the foreign
residents of the committees of the Board of Directors. The authorisation
shall be in force until the following Annual General Meeting. Travel expenses
are proposed to be compensated according to the Company's Travel Policy.

11. Resolution on the number of members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes
to the Annual General Meeting that the number of members of the Board of
Directors be six (6).

12. Election of members of the Board of Directors

The Nomination and Compensation Committee of the Board of Directors proposes
to the Annual General Meeting that the present Board members Pekka
Ala-Pietilä, Henrik Ehrnrooth, Alexis Fries and Teuvo Salminen be re-elected
for the term until the close of the following Annual General Meeting. The
Committee further proposes that Helene Biström and Michael Rosenlew be
elected as new members of the Board of Directors for the same term. The above
mentioned persons have given their consent to the election. Georg Ehrnrooth,
Heikki Lehtonen, Michael Obermayer and Karen de Segundo have informed that
they will not be available for re-election. The biographical details of the
Board of Directors nominees are available on the company's website at
www.poyry.com/agm2016.

Helene Biström (born 1962) is a Swedish citizen and holds M.Sc. (Mechanical
engineering) degree. She worked as Managing Director of Norrenergi AB during
2011 to 2014 and prior to this she held various executive positions in
Vattenfall AB, latest as Vice CEO, member of Executive Group Management and
Head of Business Group Pan Europe. Helene Biström is the Chairman of the
Board of Directors of Cramo Plc and Sveaskog AB and a Vice Chairman of the
Board of Directors of KTH Royal Institute of Technology.

Michael Rosenlew (born 1959) is a Finnish citizen and holds M.Sc. (Economics)
degree. He has worked as Managing Director and partner in various investment
companies, most recently as the Managing Director of Mikaros AB during 2011
to 2014. Michael Rosenlew is the Vice Chairman and Chairman of the Audit
Committee of Caverion Plc and a member of Board of Directors of Hartwall
Capital Oy Ab.

13. Resolution on the remuneration of the auditor

The Audit Committee of the Board of Directors proposes to the Annual General
Meeting that the auditor be reimbursed according to the auditor's invoice
approved by the Company and in compliance with the purchase policy approved
by the Audit Committee.

14. Election of auditor

According to the Articles of Association of the Company, the Company's auditor
has been elected until further notice. Thus, PricewaterhouseCoopers Oy
continues as the Company's auditor and Ms. Merja Lindh as the responsible
auditor.

15. Proposal by the Board of Directors to authorise the Board of Directors to
decide on the issuance of shares and special rights entitling to shares

The Board of Directors proposes that the Annual General Meeting authorise 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.

Based on this authorisation, the Board shall have the authority to decide on a
share issue and issue of special rights in deviation of the pre-emptive
subscription right of the shareholders (directed issue) subject to the
conditions mentioned in the Companies Act. The authorisation can 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.

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 Board of Directors is authorised to resolve on all other terms and
conditions regarding the issuance of shares and special rights entitling to
shares.

It is proposed that the authorisation shall be effective for a period of 18
months from the decision of the Annual General Meeting. The authorisation
granted to the Board of Directors regarding issuing shares in the previous
Annual General Meeting shall expire simultaneously.

16. Closing of the meeting

B. Meeting documents of the Annual General Meeting

This notice as well as more detailed information on the proposal of the Board
of Directors mentioned above under point 15 relating to the agenda of the
Annual General Meeting is available on Pöyry PLC's website at
www.poyry.com/agm2016. The Financial Statements 2015 of Pöyry PLC, which
include the annual accounts and consolidated annual accounts in their
entirety and the report of the Board of Directors and the auditor's report,
is available on the above mentioned website no later than 18 February 2016.
The proposal of the Board of Directors and the annual accounts are also
available at the Annual General Meeting. Copies of these documents and of
this notice will be sent to shareholders upon request. The minutes of the
Annual General Meeting will be available on the above-mentioned website as of
24 March 2016.

C. Instructions for the participants in the Annual General Meeting

1. The right to participate and registration

Each shareholder who on the record date of the Annual General Meeting 29
February 2016 is registered in the shareholder register of the Company held
by Euroclear Finland Ltd., has the right to participate in the Annual General
Meeting. Shareholders whose shares are registered on his/her personal
book-entry account are registered in the shareholder register of the Company.
Shareholders wanting to participate in the Annual General Meeting must
register for the meeting no later than Monday 7 March 2016 at 10.00 a.m.
Finnish time by giving a prior notice of participation. Such notice can be
given:

1 by filling in the registration form on the Pöyry PLC website at
www.poyry.com/agm2016;
2 by telephone +358 10 33 21455 (Katriina Anttinen) Monday through Friday
between 9 a.m. and 4 p.m. Finnish time;
3 by telefax +358 10 33 21816; or
4 by letter to Pöyry PLC, Legal Department/AGM, Jaakonkatu 3, FI-01620
Vantaa, Finland.

In connection with the registration, shareholders shall notify his/her name,
personal identification number or date of birth, telephone number and the
name of a possible assistant or proxy representative and the personal
identification number or date of birth of the proxy representative.
Shareholders, their representatives, or proxy representatives present at the
meeting should, where required, be able to prove their identity and/or
authorisation to represent a shareholder. The personal data given to Pöyry
PLC is used only in connection with the Annual General Meeting and with the
processing of related registrations.

2. Proxy representative and powers of attorney

A shareholder may participate in the Annual General Meeting and exercise
his/her rights at the meeting by way of proxy representation.

A proxy representative shall produce a dated proxy document or otherwise
demonstrate in a reliable manner his/her right to represent the shareholder
at the Annual General Meeting. When a shareholder participates in the Annual
General Meeting by means of several proxy representatives representing the
shareholder with shares on different securities accounts, the shares by which
each proxy representative represents the shareholder shall be identified in
connection with the registration for the Annual General Meeting.

Any proxy documents are requested to be delivered in originals to the Company

Författare WKR

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