Minutes Annual General Meeting Pöyry PLC P.O.Box 4 (Jaakonkatu 3) FI-01621 Vantaa Finland Domicile Vantaa, Finland Business ID. 1009321-2 Tel. +358 10 3311 Fax +358 10 33 21818 E-mail: group@poyry.com www.poyry.com (Translation from Finnish) Date 11 March 2010 Page 1 (9) Date Place Present 11 March 2010 at 4.00 p.m. Hall A at the Finlandia Hall, Mannerheimintie 13 e, 00100 Helsinki Shareholders were present at the meeting, in person or represented by proxy, in accordance with the list of votes adopted at the meeting. In addition, members of the Board of Directors, the President and CEO of the Company, the responsible auditor, senior management and other persons approved by the Annual General Meeting. 1 OPENING OF THE MEETING The Chairman of the Board of Directors, Henrik Ehrnrooth, opened the meeting. The Chairman welcomed the shareholders to the meeting. 2 CALLING THE MEETING TO ORDER Johan Aalto, member of the bar, was elected as chairman of the General Meeting and he called Anne Viitala, Master of Laws, trained at the bench, to act as secretary. The chairman explained the procedures for handling matters on the agenda of the meeting. The agenda was confirmed as the working order of the meeting. The agenda was enclosed to the minutes (Appendix 2A). 3 ELECTION OF PERSONS TO SCRUTINISE THE MINUTES AND TO SUPERVISE THE COUNTING OF VOTES Lars Rautamo was elected to scrutinise the minutes and Harriet Lindholm to supervise the counting of votes. 4 RECORDING THE LEGALITY OF THE MEETING It was noted that the notice to the meeting had been published on the website of the Company on 2 February 2010. The notice had also been published in Helsingin Sanomat on 6 February 2010. In addition, a written notice had been sent to all shareholders whose address is known to the Company.
2 It was noted that the General Meeting had been convened in accordance with the Articles of Association and the Companies Act and that the convening was therefore valid. The notice to the meeting was enclosed to the minutes (Appendix 4A). 5 RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES A list of the attendees as at the beginning of the meeting and a list of votes represented at the meeting were presented, according to which 227 shareholders were present either in person, by legal representative or by proxy. It was noted that 40 329 571 shares and votes were represented at the beginning of the meeting. It was noted that the list of votes would be adjusted to correspond to the attendance at the beginning of a possible vote. The list of votes was enclosed to the minutes (Appendix 5A). 6 PRESENTATION OF THE ANNUAL ACCOUNTS, THE REPORT OF THE BOARD OF DIRECTORS AND THE AUDITOR S REPORT FOR THE YEAR 2009 The President and CEO Heikki Malinen presented a report on the activities of the Company. The report of the President and CEO was enclosed to the minutes (Appendix 6A). The annual accounts for the financial year 1 January 31 December 2009, consisting of the income statement, balance sheet, cash flow statement, notes to the financial statements and the consolidated annual accounts as well as the report by the Board of Directors, were presented. It was recorded that the annual accounts of the parent company are prepared in accordance with Finnish accounting standards and the consolidated annual accounts in accordance with international financial reporting standards (IFRS). It was noted that the Company s annual accounts had been available on the Company s website since 11 February 2010, in addition to which they were also available at the meeting. The annual accounts documents were enclosed to the minutes (Appendix 6B). The auditor s report was presented and enclosed to the minutes (Appendix 6C). 7 ADOPTION OF THE ANNUAL ACCOUNTS It was recorded that shareholders represented by Nordea Bank Plc holding 1 652 of the Company s shares and shareholders represented by Skandinaviska Enskilda Banken AB holding 32 233 of the Company s shares in the aggregate did not support adoption of the annual accounts.
3 The General Meeting adopted the annual accounts for the financial year 2009. 8 RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND It was noted that the distributable funds of the parent company according to the balance sheet of the parent company as at 31 December 2009 were EUR 95 549 302.01, of which the profit for the financial year was EUR 68 740 331.90. It was noted that the Board of Directors had proposed to the General Meeting that a dividend of EUR 0.10 per share be paid from the distributable funds. According to the proposal, dividends shall be paid to the shareholders who on the record date of the dividend payment, 16 March 2010, are recorded in the shareholders register held by Euroclear Finland Ltd. According to the proposal, the dividend shall be paid on 23 March 2010. It was noted that dividend will not be paid for own shares in the Company s possession on the record date of the dividend payment. On 10 March 2010 the total number of shares in the Company was 58 981 082 and 381 861 shares were in the Company s possession on the day of the General Meeting. On 10 March 2010, the total number of shares entitling to dividend was 58 599 221 shares and the total amount of dividend was EUR 5 859 922.10. It was noted that the undistributed part of the profit for the financial year will be transferred to the Company s profit and loss account. The General Meeting resolved in accordance with the proposal by the Board of Directors that a dividend of EUR 0.10 per share be paid from the distributable funds of the parent company to the shareholders who on the record date of the dividend payment, 16 March 2010, are recorded in the shareholders register held by Euroclear Finland Ltd., except for own shares held by the Company. The dividend shall be paid on 23 March 2010. 9 RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT AND CEO FROM LIABILITY It was noted that the discharge from liability for the financial year 2009 concerned the members of the Board of Directors, the President and CEO and the Deputy to the President and CEO. It was recorded that shareholders represented by Skandinaviska Enskilda Banken AB holding 62 304 shares opposed the discharge from liability. The General Meeting resolved to discharge the members of the Board of Directors, the President and CEO as well as the Deputy to the President and CEO from liability. It was recorded that the share-holding members of the Board of Directors, the President and CEO and the Deputy to the President and CEO did not participate in the decision-making.
4 10 RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that the Nomination and Compensation Committee of the Board of Directors had proposed to the General Meeting that the following annual remuneration be paid to the members of the Board of Directors to be elected for a term of office expiring at the end of the Annual General Meeting 2011: EUR 60 000 to the Chairman of the Board of Directors; EUR 50 000 to the Vice Chairman of the Board of Directors; EUR 40 000 to each member of the Board of Directors; and EUR 15 000 to each member of the committees. The committee had proposed that additionally travelling costs shall be reimbursed in accordance with the travel policy of the Company. The committee had further proposed that the General Meeting authorise the Board of Directors to resolve on an additional fee of not more than EUR 15 000 per annum for the foreign residents of the Board of Directors as well as on an additional fee of not more than EUR 5 000 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. The General Meeting resolved that remuneration in accordance with the proposal by the Nomination and Compensation Committee of the Board of Directors shall be paid to the members of the Board of Directors to be elected for a term of office expiring at the end of the Annual General Meeting 2011 and authorised the Board of Directors to resolve on additional fees for the foreign residents of the Board of Directors in accordance with the proposal by the Nomination and Compensation Committee. 11 RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS It was noted that according to the Articles of Association the Board of Directors comprises a minimum of four and a maximum of ten members. The current number of the members of the Board of Directors is seven. It was noted that the Nomination and Compensation Committee of the Board of Directors had proposed to the General Meeting that the number of members of the Board of Directors shall be seven (7). The General Meeting resolved in accordance with the proposal by the Nomination and Compensation Committee of the Board of Directors that the number of the members of the Board of Directors shall be seven (7). 12 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS It was noted that the Nomination and Compensation Committee of the Board of Directors had proposed to the General Meeting that the following persons be elected as members of the Board of Directors for a term of office expiring at the end of the Annual General Meeting 2011: Henrik Ehrnrooth; Heikki Lehtonen; Pekka Ala-Pietilä; Alexis Fries;
5 Michael Obermayer; Georg Ehrnrooth; and Karen de Segundo. It was recorded that shareholders represented by Nordea Bank Plc holding 82 862 shares and shareholders represented by Skandinaviska Enskilda Banken AB holding 62 511 shares in the aggregate opposed the proposal by the Nomination and Compensation Committee of the Board of Directors. The General Meeting resolved to elect as Board Members the persons proposed by the Nomination and Compensation Committee of the Board of Directors for a term of office expiring at the end of the Annual General Meeting 2011. 13 RESOLUTION ON THE REMUNERATION OF THE AUDITOR It was noted that the Audit Committee of the Board of Directors had proposed to the General Meeting that the remuneration of the auditor to be elected will be paid according to invoice in compliance with the purchase policy approved by the Audit Committee. It was recorded that a shareholder represented by Nordea Bank Plc holding 206 981 shares did not support the proposal by the Audit Committee. It was recorded that shareholders represented by Nordea Bank Plc holding 26 550 shares and shareholders represented by Skandinaviska Enskilda Banken AB holding 2 682 332 shares opposed the proposal by the Audit Committee. The General Meeting resolved in accordance with the proposal by the Audit Committee of the Board of Directors that the remuneration of the auditor to be elected will be paid according to invoice in compliance with the purchase policy approved by the Audit Committee. 14 ELECTION OF AUDITOR It was noted that according to the Articles of Association of the Company, the Company has one auditor who shall be an audit company authorised by the Central Chamber of Commerce and that the auditor is elected until further notice. It was recorded that a shareholder represented by Nordea Bank Plc holding 206 981 shares did not support the election of the auditor. It was recorded that shareholders represented by Nordea Bank Plc holding 26 550 shares and shareholders represented by Skandinaviska Enskilda Banken AB holding 2 682 332 shares opposed the election of the auditor.
6 It was noted that KPMG Oy Ab continues as the auditor. It was recorded that in accordance with the proposition by KPMG Oy Ab, Sixten Nyman continues as the responsible auditor. 15 PROPOSAL BY THE BOARD OF DIRECTORS TO AMEND THE ARTICLES OF ASSOCIATION It was noted that the Board of Directors had proposed to the General Meeting that Section 8 of the Articles of Association regarding the notice to the General Meeting be amended as follows: "The notice to the General Meeting shall be delivered to the shareholders at the earliest three (3) months and at the latest twenty-one (21) days prior to the General Meeting by releasing the notice on the Company's website and, if so decided by the Board of Directors, by publishing the notice in one newspaper with a wide circulation determined by the Board of Directors. The notice shall nonetheless be delivered to the shareholders at the latest nine (9) days prior to the record date of the General Meeting." The proposal by the Board of Directors was enclosed to the minutes (Appendix 15A). The General Meeting resolved to amend the Articles of Association in accordance with the proposal by the Board of Directors. 16 PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF THE COMPANY S OWN SHARES It was noted that the Board of Directors had proposed that the General Meeting authorise the Board of Directors to decide on the acquisition of a maximum of 5 800 000 of the Company s own shares by using distributable funds. Such acquisition 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 programme in a manner and to the extent decided by the Board of Directors, and to be transferred for other purposes, or to be cancelled. The shares will be acquired in accordance with the Board of Directors' decision 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 authorisation was proposed to be in force for 18 months from the decision of the Meeting. The authorisation granted to the Board of Directors regarding the acquisition of the Company s own shares in the previous Annual General Meeting shall expire simultaneously. The proposal by the Board of Directors was enclosed to the minutes (Appendix 16A).
7 The General Meeting resolved to authorise the Board of Directors to decide on the acquisition of the Company s own shares in accordance with the proposal by the Board of Directors. 17 PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON MAKING A DONATION TO THE AALTO UNIVERSITY It was noted that the Board of Directors had proposed that the General Meeting authorise the Board of Directors to decide on making a donation of a maximum of EUR 300 000 to the Aalto University on terms and conditions to be determined separately by the Board of Directors. The proposal by the Board of Directors was enclosed to the minutes (Appendix 17A). It was recorded that a shareholder represented by Svenska Handelsbanken AB holding 13 731 shares opposed the proposal by the Board of Directors. It was recorded that the shareholder in question did not put forward a counterproposal The General Meeting resolved to authorise the Board of Directors in accordance with the proposal by the Board of Directors to decide on making a donation to the Aalto University. 18 DECISION-MAKING PROCESS It was recorded that all decisions of the General Meeting were made unanimously, unless otherwise indicated in the minutes. 19 CLOSING OF THE MEETING The Chairman stated that the items on the agenda had been attended to and that the minutes of the meeting will be available on the Company s website as of 25 March 2010. The Chairman announced the meeting closed at 5.35 p.m. In fidem: Anne Viitala Anne Viitala Secretary Johan Aalto Johan Aalto Chairman Reviewed and confirmed Lars Rautamo Lars Rautamo