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

Pöyry PLC          Stock Exchange Release 9 February 2018 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, 8 March 2018 at 4.00 p.m. in Vantaa, Finland at Martintalo, Jaakonkatu 2, 01620 Vantaa, Finland. 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 2017

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 a dividend of EUR 0.05 per share be distributed for the financial year 2017. The Board of Directors proposes that the dividend be paid on 19 March 2018. The dividend is payable to shareholders entered into the shareholder register maintained by the Euroclear Finland Ltd. on the record date determined by the Board of Directors 12 March 2018.

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 Board of Directors proposes based on the proposal made by the Nomination and Compensation Committee of the Board of Directors that the annual fees for the members of the Board of Directors for the term until the close of the following Annual General Meeting remain unchanged and be as follows: 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 15 000 euros. In addition, the Board of Directors proposes based on the proposal made by the Committee that the Annual General Meeting resolves on an additional fee of 15 000 euros per annum for each of the foreign residents of the Board of Directors as well as on an additional fee of 5 000 euros per annum for the foreign residents of the committees of the Board of Directors. Travel expenses are proposed to be compensated according to the Company's Travel Policy.

It is further proposed that the fees payable to the members of the Board of Directors, based on membership in the Board of Directors and in the committees of the Board of Directors, will be paid, as chosen by each member of the Board of Directors, either 1) partially in Pöyry PLC shares and partially in cash, or 2) fully in cash. In case of a share payment, the shares will be acquired from the stock exchange on the Board member's behalf within two weeks of the publication of the Business review January - March 2018. If the shares cannot be purchased during the above mentioned period due to the applicable insider regulations, the shares shall be purchased as soon as it is possible in accordance with the insider regulations. The fees payable in cash shall be paid no later than 31 May 2018. The Company will pay any costs and transfer tax related to the acquisition of the Company shares.

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

The Board of Directors proposes to the Annual General Meeting based on the proposal made by the Nomination and Compensation Committee of the Board of Directors that the number of members of the Board of Directors be four (4).

12. Election of members of the Board of Directors

The Board of Directors proposes to the Annual General Meeting based on the proposal made by the Nomination and Compensation Committee of the Board of Directors  that the present Board members Helene Biström, Henrik Ehrnrooth, Michael Rosenlew and Teuvo Salminen be re-elected for the term until the close of the following Annual General Meeting. The above mentioned persons have given their consent to the election.

13. Resolution on the remuneration of the auditor

The Board of Directors proposes to the Annual General Meeting, in accordance with the recommendation of the Board's Audit Committee, 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, audit firm PricewaterhouseCoopers Oy continues as the Company's auditor and APA Ms. Merja Lindh as the responsible auditor.

15. Proposal by the Board of Directors to authorise the Board of Directors to decide on the acquisition of the Company's own shares

The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the acquisition of a maximum of 6 100 000 of the Company's own shares in one or more tranches by using distributable funds. Such share acquisition reduces the Company's distributable unrestricted shareholders' equity.

The Company's own 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 programmes 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 amount of shares in the possession of the Company shall at no time exceed one tenth (1/10) of the aggregate amount of shares in the Company.

The shares may 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 a public offer. The consideration paid for the shares acquired must be based on the company's share price as it is quoted in trading in the Helsinki Stock Exchange's stock exchange list.

The Board of Directors is authorised to resolve on all other terms and conditions regarding the acquisition of own shares. It is proposed that the authorisation be effective for a period of 18 months from the decision of the Annual General Meeting.

16. 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 6 100 000 new shares can be issued. A maximum of 6 100 000 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 the 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.

17. Closing of the meeting   

B.  Meeting documents of the Annual General Meeting

This notice as well as more detailed information on the proposals of the Board of Directors mentioned above under point 15 and 16 relating to the agenda of the Annual General Meeting is available on Pöyry PLC's website at www.poyry.com/agm2018. Pöyry PLC's annual accounts, the report of the Board of Directors and the auditor's report are available on the above mentioned website no later than 15 February 2018. The above-mentioned proposals 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 22 March 2018.

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 26 February 2018 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 5 March 2018 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/agm2018;
2. by telephone +358 10 33 21455 (Katriina Anttinen) Monday through Friday between 9 a.m. and 4 p.m. Finnish time; or
3. 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 before the last date for registration.

3. Holders of nominee registered shares

If a holder of nominee registered shares is entitled to be recorded in the Company's shareholder register on the record date of the Annual General Meeting 26 February 2018, the shareholder may in accordance with the instructions of his/her custodian bank request that he/she is notified for temporary registration in the shareholder register of the Company for participation in the Annual General Meeting at the latest on 5 March 2018 at 10.00 a.m. Finnish time. A holder of nominee registered shares is considered to be registered for the Annual General Meeting, when he/she is notified for temporary registration in the shareholder register as described above. A holder of nominee registered shares is advised to request necessary instructions regarding the temporary registration in the shareholder register of the Company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank sufficiently in advance.

4. Other instructions and information

The Annual General Meeting will be conducted in Finnish and it is translated into English. The President and CEO's presentation will be presented in English and will be translated into Finnish.

Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the Annual General Meeting 9 February 2018, the total number of shares in Pöyry PLC is 61 952 801 shares and the total number of votes is 59 762 746 votes.

Vantaa, 9 February 2018

PÖYRY PLC

The Board of Directors

Additional information:
Jutta Karlsson, Group General Counsel
Tel. +358 10 33 49696