The Annual General Meeting ("Annual Meeting") of Jaakko Pöyry Group Oyj has on March 7, 2006 made the following decisions:
The Annual Meeting adopted Jaakko Pöyry Group Oyj's financial statements and the consolidated statements and granted the members of the Board of Directors, the company's President and CEO, and the Deputy to the President and CEO discharge from liability for the financial year ended December 31, 2005.
The Annual Meeting resolved that a dividend of EUR 1.30 be distributed per outstanding share for the financial year 2005. The record date for distribution of dividend is March 10, 2006 and the payment date is March 17, 2006.
The Annual Meeting resolved that the Board of Directors consist of seven (7) ordinary members. The Annual Meeting re-elected the following members to the Board of Directors: Henrik Ehrnrooth, Matti Lehti, Heikki Lehtonen, Harri Piehl, Franz Steinegger and Karen de Segundo. In addition, the Annual Meeting elected Pekka Ala-Pietilä, M.Sc. (Econ.), as new member of the Board.
The Annual Meeting resolved that the annual fees of the members of the Board of Directors be EUR 35 000 for a member, EUR 45 000 for the Vice Chairman and EUR 55 000 for the Chairman of the Board, and the annual fee of the members of the committees of the Board of Directors be EUR 10 000. In addition, the Annual Meeting authorised the Board of Directors to decide about an additional fee of not more than EUR 10 000 per annum for each of the foreign residents of the Board of Directors. The authorisation shall be in force until the next Annual General Meeting, however not longer than one year from the decision of this Meeting.
In its assembly meeting immediately following the Annual Meeting, the Board of Directors elected Henrik Ehrnrooth as Chairman and Heikki Lehtonen as Vice Chairman. Heikki Lehtonen and Harri Piehl were elected members of the Audit Committee. Matti Lehti, Karen de Segundo and Pekka Ala-Pietilä were elected members of the Nomination and Compensation Committee as well as Georg Ehrnrooth as the external member. In accordance with the authorisation by the Annual Meeting the Board resolved to pay an additional fee of EUR 10 000 per annum to the foreign resident members of the Board.
KPMG Oy Ab, Authorised Public Accountants, continues as Jaakko Pöyry Group Oyj's auditors based on the resolution made in the Annual Meeting on March 6, 2002. Sixten Nyman, Authorised Public Accountant, continues as Auditor in Charge.
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Authorisation to split the Company's share and amend the terms and conditions of the stock options
The Annual Meeting decided to increase the number of the shares of the Company in proportion to the ownership of the shareholders without increasing the share capital ("share split"). The share split will be realised so that all shares of the Company with an accounting par value of EUR 1.00 will be split so that each share will entitle to four (4) new shares with an accounting par value of EUR 0.25 each. The share split will be implemented in the book-entry system and it does not require any measures from the shareholders.
Due to the share split, the terms and conditions of the stock options 2004 will be amended accordingly. Each stock option will entitle to subscribe for four (4) shares of the Company with an accounting par value of EUR 0.25 each and the total subscription price will remain unchanged.
Authorisation to increase the share capital
The Annual Meeting authorised the Board of Directors to increase the share capital in one or more tranches by a new issue and/or by taking a convertible loan and/or by issuing option rights so that based on the new issue, the convertible bonds and the option rights the share capital can be increased by a maximum of EUR 2 800 000 by issuing for subscription a maximum of 2 800 000 new shares (no more than 11 200 000 new shares after the share split) at a price and on other terms to be determined by the Board of Directors.
The authorisation comprises the right to deviate from the shareholders' pre-emptive subscription right provided that the Company has an important financial reason for the deviation. The authorisation can be used 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, as part of the Company's incentive programmes and for other similar purposes. Shares may also be subscribed for against contribution in kind or by means of set-off. The authorisation shall be in force until the next Annual General Meeting, however not longer than one year from the decision of this Meeting.
Authorisation to acquire the Company's own shares
The Annual Meeting authorised the Board of Directors to acquire the Company's own shares with funds distributable as profit on the terms given below. The acquisition of shares reduces the Company's distributable shareholders' equity.
The Company's own shares can be acquired in order to strengthen 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. A maximum of 1 400 000 own shares (no
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more than 5 600 000 new shares after the share split) will be acquired. The Company's own shares will be acquired in accordance with the Board of Directors' decision either through public trading or by public offer at their market price at the time of purchase. The authorisation shall be in force until the next Annual General Meeting, however not longer than one year from the decision of this Meeting.
Authorisation to convey the Company's own shares
The Annual Meeting authorised the Board of Directors to convey the Company's own shares held by the Company at any one time. The authorisation encompasses no more than 1 400 000 shares (no more than 5 600 000 new shares after the share split). The authorisation comprises the right to decide to whom and in which order own shares held are conveyed, and to decide on conveyance of own shares in an order deviating from the shareholders' pre-emptive right to acquire own shares provided that the Company has an important financial reason for the deviation. The authorisation can be used 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, as part of the Company's incentive programmes and for other similar purposes. The shares may also be conveyed in public trading. The shares shall be conveyed at a price at least equal to their market price at the time of conveyance as determined in public trading. Otherwise, the Board of Directors is authorised to decide the price and the basis for determining the price of the own shares, the conveyance of the own shares against other than monetary consideration or using the right of set-off as well as other matters related to the conveyance of own shares. The authorisation shall be in force until the next Annual General Meeting, however not longer than one year from the decision of this Meeting.
JAAKKO PÖYRY GROUP OYJ
Erkki Pehu-Lehtonen
President and CEO
Teuvo Salminen
Deputy to President and CEO