Jaakko Pöyry Group signed Memrandum of Understanding concerning acquisition in Austria

Jaakko Pöyry Group Oyj and Verbund AG announce that they are engaged in mutual negotiations concerning the sale of the consulting and engineering company Verbundplan GmbH, which is owned by Verbund, to Jaakko Pöyry Group Oyj. A Memorandum of Understanding concerning the deal was signed on December 1, 2003. The closure of the transaction is subject to completion and approval of the due diligence process of Verbundplan, finalisation of contractual negotiations and approvals by the boards of directors of both parties. The objective is to close the deal by February 28, 2004.

The parties have agreed that Jaakko Pöyry Group Oyj initially will acquire 74.9 per cent of Verbundplan GmbH. After the deal, Verbundplan will continue its operations as an independent company, as a part of the Jaakko Pöyry Group.

The Verbundplan group is a leading Austrian consulting and engineering firm. It has over 300 employees and its net sales for 2003 are about EUR 37 million. In addition, the company has a 43 per cent stake in AQUATIS a.s., a company operating in the Czech Republic. Verbund holds a 52 per cent stake in AQUATIS, and the target of Jaakko Pöyry Group and Verbund is that this 52 per cent stake will be sold to Jaakko Pöyry Group Oyj as well. AQUATIS has 170 employees and its net sales for 2003 are about EUR 5 million. The operations of Verbundplan and AQUATIS have been profitable in 2003.

Approximately 50 per cent of Verbundplan's net sales is derived from the energy sector. The main business areas in the energy sector are hydropower, renewable energy, transmission networks and management consulting. Twenty per cent of the company's net sales is derived from transportation and infrastructure systems, with special expertise e.g. in tunnelling, and 30 per cent from water and environment projects. AQUATIS operates in the water and environment sector. Austria accounts for about half of Verbundplan's net sales. The company's main international markets are in Eastern Europe and in countries where hydropower accounts for a notable part of energy production.

The Jaakko Pöyry Group is one of the world's leading consulting and engineering firms. The Group employs about 4800 experts in 35 countries, and its net sales for 2002 were EUR 407 million. The Group has three core areas of expertise: forest industry, energy and infrastructure & environment. Verbundplan complements the Jaakko Pöyry Group's geographical coverage in the energy and infrastructure & environment sectors, and expands the Group's expertise e.g. in transmission networks. Verbundplan also strengthens the Group's resource base, for example in hydropower and tunnelling. In addition, Verbundplan opens up new opportunities for the Group, as the EU expands into Eastern Europe. Following the deal, the company will be able to make use of the Jaakko Pöyry Group's international network of offices to further internationalise its activities.

Verbund is the largest producer and distributor of electrical energy in Austria. Its net sales for 2002 were EUR 2072 million. Verbund AG's shares are quoted at the Vienna Stock Exchange, in Frankfurt, London and in the form of ADR's in the United States.

JAAKKO PÖYRY GROUP OYJ

Erkki Pehu-Lehtonen
President and CEO

Teuvo Salminen
Deputy to President and CEO