The shareholders of Jaakko Pöyry Group Oyj are hereby convened to the Annual General Meeting, which will be held on Wednesday, March 8, 2000 beginning at 4.00 p.m. at the Pöyry House, Jaakonkatu 3, 01620 Vantaa.
Agenda for the Annual General Meeting:
1. Matters to be dealt with at the Annual General Meeting (AGM) according to Paragraph 12 of the Articles of Association
2. The Board of Directors' proposal for invalidating own shares in the company
- The Board of Directors proposes that the AGM decides to invalidate own shares in the company totalling 597,200 shares and to reduce the company's share capital with an amount corresponding to the total accounting par value of the invalidated shares, i.e. by FIM 2,986,000.
3. The Board of Directors' proposal for converting the company's share capital into euros, raising the share capital through a bonus issue, giving up the par value of the shares, amending the terms of the option loan issued in 1998 and making necessary amendments to the Articles of Association
(a) The Board of Directors proposes that the stipulations in the Articles of Association concerning the company's share capital be changed into euros.
(b) The Board of Directors proposes that the par value of the company's share be given up and that the share capital be raised through a bonus issue from EUR 11,495,885.28 by EUR 2,174,400.72 to a total of EUR 13,670,286.
(c) The Board of Directors proposes that the AGM decides to change the Finnish markka-delimited terms in Jaakko Pöyry Group Oyj's option loan issued in 1998 into euros, and decides to change the subscription ratio of the option loan, so that the relative amount of shares which may be subscribed based on the option certificates compared to the total share capital remains unchanged.
(d) The Board of Directors proposes that as a result of the changes proposed in items (a)-(b) above, Paragraphs 3 and 4 of the Articles of Associations be amended as follows:
"3 § The Company's Minimum and Maximum Share Capital
The company's minimum share capital shall be ten million euro (EUR 10,000,000) and its maximum share capital forty million euro (EUR 40,000,000), within which limits the share capital can be increased or decreased without amending the Articles of Association."
"4 § Shares
The total number of shares shall be 10,000,000 and the maximum number of shares shall be 120,000,000."
4. The Board of Directors' proposal for authorisation to the Board of Directors to issue new shares
- The Board of Directors proposes that the AGM authorises the Board of Directors to decide on the increase of the share capital by a new issue or by taking a convertible loan or by issuing option rights, so that based on the new issue, the convertible bonds and 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 there is an important financial reason from the company's point of view for the deviation, such as strengthening of the company's capital structure, financing of acquisitions or implementation of co-operation arrangements. It is proposed that shares may also be subscribed against contribution in kind. The authorisation becomes effective on March 19, 2000 and remains in force until the next AGM, however for a maximum period of one year from the decision of this AGM, whichever comes earlier.
5. The Board of Directors' proposal for extension by one year of the authorisation to acquire the company's own shares
- The Board of Directors proposes that the AGM authorises the Board of Directors to decide on the acquisition of the company's own shares with funds distributable as profit on the following terms:
- 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 as well as in possible corporate acquisitions in the manner and to the extent decided by the Board of Directors.
- The permitted aggregate amount of own shares in the possession of the company at any given time shall be shares carrying a maximum of 5 per cent of the votes of all shares in the company or representing a maximum of 5 per cent of the company's share capital.
- 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 will be in force as of March 19, 2000 until the next AGM, however for a maximum period of one year from the decision of this AGM, whichever comes earlier.
6. The Board of Directors' proposal for extending by one year the authorisation to convey the company's own shares
- The Board of Directors proposes that the AGM authorises the Board of Directors to convey own shares in the company's possession from time to time on the following terms:
- The Board of Directors shall be authorised to decide to whom and in which order own shares held by the company are conveyed. The Board of Directors shall be entitled to decide on conveyance of own shares in an order deviating from the pre-emptive shareholders' right to acquire own shares.
- The shares may be conveyed as payment for acquisition of assets related to the company's business or for possible corporate acquisitions in the manner and to the extent decided by the Board of Directors.
- The shares shall be conveyed at their market price valid at the time of conveyance determined in public trading.
- The authorisation will be in force as of March 19, 2000 until the next AGM, however for a maximum period of one year from the decision of this AGM, whichever comes earlier.
7. The Board of Directors' proposal for amending Paragraphs 11 and 12 of the Articles of Association
- The Board of Directors proposes that the first and third sentences of Paragraph 11 of the Articles of Association be amended to correspond to current legislation as follows:
"11 § Notice to Convene the Annual General Meeting
The notice to convene the Annual General Meeting shall be issued to the shareholders no earlier than two (2) months and no later than twelve (12) days prior to the Annual General Meeting by publishing the notice to convene in at least one newspaper published in the Helsinki region, as selected by the Board of Directors, and as a stock exchange notice." and
"In order to attend the general meeting of shareholders, a shareholder shall register his participation with the company in the manner indicated in the notice to convene and by the therein indicated registration date, which date may not be earlier that five days prior to the meeting."
- The Board of Directors proposes that subsections 1, 3 and 4 of Paragraph 12 of the Articles of Association be amended to include reference to the consolidated annual accounts as follows:
"12 § Annual General Meeting of Shareholders
...
The Annual General Meeting of Shareholders shall
examine:
1) the final accounts comprising of the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet as well as the annual report;
...
decide on:
...
3) the adoption of the income statement and the balance sheet as well as of the consolidated income statement and the consolidated balance sheet;
4) measures necessary for the profit or loss shown on the adopted balance sheet and the adopted consolidated balance sheet;..."
Documents related to the annual accounts and copies of the Board of Directors' proposals concerning the matters described in items 2, 3, 4, 5, 6 and 7 including appendices, and other documents to be discussed at the AGM will be available for examination by the shareholders as of March 1, 2000 at the address given below. As of the said date, the company will on request mail shareholders copies of the above-mentioned documents.
Right to Attend the AGM
Shareholders, which have been entered into the Shareholder Register maintained by the Finnish Central Securities Depository Ltd. no later than by Friday March 3, 2000, shall have the right to attend the Annual General Meeting.
Shares registered in VPC AB's (Swedish Central Securities Depository) shareholders' register in Sweden and nominee registered shares
In order to participate and exercise voting rights at the AGM are shareholders, who own shares registered at the VPC AB or who own nominee registered shares, obliged to temporarily register their shares with the Finnish Central Securities Depository Ltd. The registration must be in force by March 3, 2000 at the latest.
Attendance at the AGM
Shareholders wishing to attend the AGM are requested to register their attendance with the company's headquarters no later than by Tuesday March 7, 2000 at 10.00 a.m. Registration can be done by telephone at +358-9-8947 2224/Marja Hülphers, by fax at +358-9-878 5855 or by letter to Jaakko Pöyry Group Oyj, Legal Department, Jaakonkatu 3, FIN-01620 Vantaa, Finland.
Proxies shall be delivered when registering attendance at the AGM.
Distribution of Dividends
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 0.45 (FIM 2.67) per share be distributed for 1999. The dividend is payable to shareholders entered into the Shareholder Register maintained by the Finnish Central Securities Depository Ltd. or the shareholders' register maintained by VPC AB in Sweden on the relevant record date, March 13, 2000, set by the Board of Directors. The dividend will be paid on the fifth banking day following the record date. VPC AB effects dividend distributions in Swedish kronor for shares registered at the VPC AB.
Vantaa, February 10, 2000
Jaakko Pöyry Group Oyj
Board of Directors
JAAKKO PÖYRY GROUP OYJ
Erkki Pehu-Lehtonen
Teuvo Salminen
THE BOARD OF DIRECTORS' PROPOSAL FOR INVALIDATING OWN SHARES IN THE COMPANY
The Board of Directors proposes that the AGM decides to invalidate own shares in the company totalling 597,200 shares and to reduce the company's share capital from FIM 71,337,430 to FIM 68,351,430 with an amount corresponding to the aggregate par value of the invalidated shares, i.e. by FIM 2,986,000.
The purpose of the invalidation of own shares is to strengthen the capital structure of the company by reducing the amount of shares.
The invalidation of shares is effected by transferring an amount corresponding to the aggregate par value of the invalidated shares to the premium fund. The company's restricted equity does not decrease.
The company has acquired the shares to be invalidated in public trading at the share prices at the time of acquisition.
The decision by the General Meeting of Shareholders shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the meeting.
THE BOARD OF DIRECTORS' PROPOSAL FOR CONVERTING THE COMPANY'S SHARE CAPITAL INTO EUROS, RAISING THE SHARE CAPITAL THROUGH A BONUS ISSUE, GIVING UP THE PAR VALUE OF THE SHARES, AMENDING THE TERMS OF THE OPTION LOAN ISSUED IN 1998 AND MAKING NECESSARY AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Board of Directors proposes that
(a) the stipulations in the Articles of Association concerning the company's share capital be changed into euros.
(b) the par value of the company's share be given up and that the share capital be raised through a bonus issue from EUR 11,495,885.28 to EUR 13,670,286.00 by transferring EUR 2,174,400.72 from the reserve fund to the share capital. After the increase the accounting par value of the company's shares will be 1 euro.
(c) the AGM decides to change the Finnish markka-delimited terms in Jaakko Pöyry Group Oyj's option loan issued in 1998 into euros, and decides to change the subscription ratio of the option loan, so that the relative amount of shares which may be subscribed based on the option certificates compared to the total share capital remains unchanged.
(d) as a result of the changes proposed in items (a) - (b) above, Paragraphs 3 and 4 of the Articles of Associations be amended as follows:
"3 § The Company's Minimum and Maximum Share Capital
The company's minimum share capital shall be ten million euro (EUR 10,000,000) and its maximum share capital forty million euro (EUR 40,000,000), within which limits the share capital can be increased or decreased without amending the Articles of Association."
and
"4 § Shares
The total number of shares shall be 10,000,000 and the maximum number of shares shall be 120,000,000."
The decision by the General Meeting of Shareholders shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the meeting.
Encl. Articles of Association as amended
THE BOARD OF DIRECTORS' PROPOSAL FOR AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE NEW SHARES
The Board of Directors proposes that the AGM authorises the Board of Directors to decide on the increase of the share capital by a new issue or by taking a convertible loan or by issuing option rights, so that based on the new issue, the convertible bonds and 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 there is an important financial reason from the company's point of view for the deviation, such as strengthening of the company's capital structure, financing of acquisitions or implementation of co-operation arrangements. It is proposed that shares may also be subscribed against contribution in kind.
The authorisation becomes effective on March 19, 2000 and remains in force until the next AGM, however for a maximum period of one year from the decision of this AGM, whichever comes earlier.
The decision by the General Meeting of Shareholders shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the meeting.
THE BOARD OF DIRECTORS' PROPOSAL FOR EXTENSION BY ONE YEAR OF THE AUTHORISATION TO ACQUIRE THE COMPANY'S OWN SHARES
The Board of Directors proposes that the AGM authorises the Board of Directors to decide on the acquisition of the company's own shares with funds distributable as profit on the following terms:
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 as well as in possible corporate acquisitions in the manner and to the extent decided by the Board of Directors.
The permitted aggregate amount of own shares in the possession of the company at any given time shall be shares carrying a maximum of 5 per cent of the votes of all shares in the company or which shares' aggregate accounting par value represents a maximum of 5 per cent of the company's share capital.
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 will be in force as of March 19, 2000 until the next AGM, however for a maximum period of one year from the decision of this AGM, whichever comes earlier.
THE BOARD OF DIRECTORS' PROPOSAL FOR EXTENDING BY ONE YEAR THE AUTHORISATION TO CONVEY THE COMPANY'S OWN SHARES
The Board of Directors proposes that the AGM authorises the Board of Directors to convey own shares, carrying a maximum of 5 per cent of the votes of all shares in the company or which shares' aggregate accounting par value represents a maximum of 5 per cent of the company's share capital, in the company's possession from time to time on the following terms:
The Board of Directors shall be authorised to decide to whom and in which order own shares held by the company are conveyed. The Board of Directors shall be entitled to decide on conveyance of own shares in an order deviating from the pre-emptive shareholders' right to acquire own shares, provided that there is an import financial reason for the deviation from the company's point of view such as when the company acquires assets related to the company's business or in potential corporate acquisitions.
The shares may be conveyed in public trading or as payment for acquisitions of assets related to the company's business or for possible corporate acquisitions in the manner and to the extent decided by the Board of Directors.
The shares shall be conveyed at their market price valid at the time of conveyance determined in public trading.
The authorisation will be in force as of March 19, 2000 until the next AGM, however for a maximum period of one year from the decision of this AGM, whichever comes earlier.
The decision by the General Meeting of Shareholders shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the meeting.
THE BOARD OF DIRECTORS' PROPOSAL FOR AMENDING PARAGRAPHS 11 AND 12 OF THE ARTICLES OF ASSOCIATION
The Board of Directors proposes that the first and third sentences of Paragraph 11 of the Articles of Association be amended to correspond to current legislation as follows:
"11 § Notice to Convene the Annual General Meeting
The notice to convene the Annual General Meeting shall be issued to the shareholders no earlier than two (2) months and no later than twelve (12) days prior to the Annual General Meeting by publishing the notice to convene in at least one newspaper published in the Helsinki region, as selected by the Board of Directors, and as a stock exchange notice."
and
"In order to attend the general meeting of shareholders, a shareholder shall register his participation with the company in the manner indicated in the notice to convene and by the therein indicated registration date, which date may not be earlier that five days prior to the meeting."
The Board of Directors proposes that Subsections 1, 3 and 4 of Paragraph 12 of the Articles of Association be amended to include reference to the consolidated annual accounts as follows:
"12 § Annual General Meeting of Shareholders
...
The Annual General Meeting of Shareholders shall
examine:
1) the final accounts comprising of the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet as well as the annual report;
...
decide on:
3) the adoption of the income statement and the balance sheet as well as of the consolidated income statement and the consolidated balance sheet;
4) measures necessary for the profit or loss shown on the adopted balance sheet and the adopted consolidated balance sheet;..."
The decision by the General Meeting of Shareholders shall be supported by shareholders with at least two-thirds of the votes cast and the shares represented at the meeting.
Encl. Articles of Association as amended
ARTICLES OF ASSOCIATION OF JAAKKO PÖYRY GROUP OYJ
1 § Company's Trade Name and Domicile
The company's trade name shall be Jaakko Pöyry Group Oyj and its domicile Vantaa.
2 § Scope of the Company's Activities
The scope of the company's activities shall be to engage in the following activities: consulting engineering, particularly designs for industrial plants and other business transactions connected with the engineering field, and arranging and securing financing related to these business areas, for which purpose the company shall be entitled, amongst other, to extend and intermediate short and long-term loans, to engage in factoring business and extend guarantees, to consult in investing and financing matters, to own and administer real estates and real estate companies and to engage in related leasing activities, to do operational accounting and to make investments in companies or their shares in order to promote industrial development and investments considered important for Finland's economic life.
3 § Minimum and Maximum Share Capital of the Company
The company's minimum share capital shall be ten million euro (EUR 10,000,000) and its maximum share capital forty million euro (EUR 40,000,000), within which limits the share capital can be increased or decreased without amending the Articles of Association.
4 § Shares
The total number of shares shall be 10,000,000 and the maximum number of shares shall be 120,000,000.
5 § Book-entry System
The company's shares shall be entered in the book-entry system.
6 § Distribution of Dividend
Only the following shall have the right to receive funds distributed by the company and to subscribe for shares when the share capital is increased:
1) who has been entered in the Shareholder Register as a shareholder on a certain record date;
2) whose right to performance is, on the record date, registered in the book-entry account of a shareholder registered in the shareholder register as well as entered into the shareholder register; or
3) in whose book-entry account the share is registered on the record date in case the share is registered in the name of a nominee, and the custodian of whose shares is, on the record date, entered into the shareholder register as custodian of the shares.
7 § Board of Directors
The company's Board of Directors shall consist of a minimum of four (4) and a maximum of ten (10) ordinary members. The board members' term of office shall expire at the end of the annual general meeting of shareholders following their election.
8 § President
The President of the company shall be elected by the Board of Directors.
9 § Authorisation to sign for the Company
Entitled to sign for the company shall be two board members jointly, the President jointly with a board member, a board member or the President jointly with a person authorised per procuram by the Board of Directors, and two persons jointly authorised per procuram by the Board of Directors.
10 § Auditors
The company shall have at least one auditor and at the most two auditors and their deputies. The auditors shall be elected at the annual general meeting of shareholders and their term of office shall expire at the next annual general meeting of shareholders held after their election.
11 § Notice to Convene a Shareholders' Meeting
The notice to convene the General Meeting of Shareholders shall be issued to the shareholders no earlier than two (2) months and no later than twelve (12) days prior to the General Meeting of Shareholders by publishing the notice to convene in at least one newspaper published in the Helsinki region, as selected by the Board of Directors, and as a stock exchange notice. Other notifications to the shareholders shall be issued in the same manner. In order to attend the General Meeting of Shareholders, a shareholder shall register his participation with the company in the manner indicated in the notice to convene and by the therein-indicated registration date, which date may not be earlier than five days prior to the meeting.
A properly registered shareholder shall receive a voting ticket at the place of the meeting before the start of the meeting. The shareholder can exercise his voting right if he has prior to the start of the meeting handed over the notice of presence attached to the voting ticket to the person authorised to receive such notices in the meeting place.
12 § Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders shall be held in Vantaa, Espoo or Helsinki.
The company's Annual General Meeting of Shareholders shall be held each year on a date determined by the Board of Directors by the end of June.
The Annual General Meeting of Shareholders shall
examine:
1) the final accounts comprising of the income statement, the balance sheet, the consolidated income statement and the consolidated balance sheet as well as the annual report;
2) the auditor's report;
decide on:
3) the adoption of the income statement and the balance sheet as well as of the consolidated income statement and the consolidated balance sheet;
4) measures necessary for the profit or loss shown on the adopted balance sheet and the adopted consolidated balance sheet;
5) the discharge from liability for the Board of Directors and the President;
6) the number of board members and auditors;
7) the remuneration to the board members and auditors;
elect:
8) the members of the Board of Directors;
9) the auditors and the deputy auditors;
handle:
10) any other business presented in the notice to convene the General Meeting of Shareholders.
13 § Financial Period
The company's financial period shall expire annually on 31 December.