Pöyry PLC: Directed share issue related to Pöyry PLC's share-based incentive plan and share issue to the company itself without consideration

Pöyry PLC          Stock Exchange Release 4 August 2017 at 8:25 a.m. (EEST)

Directed share issue related to Pöyry PLC's share-based incentive plan and share issue to the company itself without consideration

The Board of Directors of Pöyry PLC resolved on a new long-term share-based incentive plan targeted to the top management and key personnel of the Company in May 2017 where they purchase the Company's shares as an initial investment. The terms of the share-based incentive plan were announced in more detail in stock exchange release on 5 May 2017.

Directed share issue related to Pöyry PLC's share-based incentive plan

In order to implement the initial investment relating to the incentive plan, the Board of Directors of Pöyry PLC has on 3 August 2017 resolved on a share issue directed to the persons entitled to participate in the plan. At this stage, the share-based incentive plan covers 9 participants. In total a maximum of 551 000 new shares in the Company will be offered in the share issue for subscription to persons entitled to participate in the plan at this stage. The share subscription price for the new shares to be paid by each of the participants will be 90% of the trade volume weighted average quotation of the share on Nasdaq Helsinki Ltd on 8 August 2017. The share subscription period ends on 14 August 2017. Should the shares offered for subscription be subscribed in full, the maximum total number of the Company's shares will be 60 310 610. New participants may join the incentive plan if decided by the Board of Directors. The maximum amount of participants in the incentive plan is 15.

The new shares directed to the top management and key personnel of the Company as a part of the share-based incentive plan are estimated to be registered with the Trade Register and Euroclear Finland in September 2017 and the shares will be listed on Nasdaq Helsinki Ltd without delay after the shares have been registered.

The directed share issue is based on the authorization granted to the Board of Directors of Pöyry PLC by the Company's Annual General Meeting held on 9 March 2017.

Share issue to the Company itself without consideration

In addition, the Board of Directors of Pöyry PLC has on 3 August 2017 resolved on the issuance of 1 771 000 new shares to the Company itself without payment. In future, the Company may use these shares, inter alia, 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 programs. After the share issuance, the total number of the Company's shares is 61 530 610 and the number of own shares held by the Company is 2 190 055. The new shares directed to the Company itself are estimated to be registered with the Trade Register and Euroclear Finland on 16 August 2017 and the shares will be listed on Nasdaq Helsinki Ltd without delay after the shares have been registered.