Board of Directors' authorisations

Decisions made by the Annual General Meeting of Pöyry PLC on 10 March 2011

Authorisation to acquire the company's own shares

The AGM authorised the Board of Directors to decide on the acquisition the company's own shares by using distributable funds on the terms given below. The acquisition of shares 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 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 5 900 000 shares can be acquired. 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 will be acquired in accordance with the decision of the Board of Directors 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 Board of Directors is authorised to decide on all other terms and conditions.

The authorisation shall be in force 18 months from the decision of this AGM. The authorisation granted by the previous AGM regarding acquisition of the company's own shares expired simultaneously.

Authorisation to issue shares

The AGM authorised 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 11 800 000 new shares can be issued. A maximum of 5 900 000 own shares held by the company can be conveyed.

The authorisation comprises a right to deviate from the shareholders' pre-emptive subscription right provided that the company has an important financial reason for the deviation in a share issue against payment and provided that the company taking into account the interest of all its shareholders has a particularly important financial reason for the deviation in a share issue without consideration. The authorisation can within the above mentioned limits 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. The shares may also be subscribed for or own shares conveyed against contribution in kind or by means of set-off.

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 a 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 authorisation shall be in force 18 months from the decision of this AGM.