PÖYRY CORPORATE GOVERNANCE Corporate Governance Statement 2012 Corporate Governance Statement 2012

This Corporate Governance Statement has Governance Code is publicly available on the General Meetings of Shareholders been prepared pursuant to the Finnish Corpo- website of the Securities Market Association rate Governance Code 2010 and the guideline www.cgfinland.fi. The shareholders of Pöyry exercise their deci- of the Securities Market Association dated 1 sion-making power at the Company’s General December 2010. The Corporate Governance The Company prepares consolidated financial Meeting of Shareholders. The rights of the Statement is issued separately from the report statements and interim reports in accord- shareholders and the duties of the General of the Board of Directors of Pöyry PLC for the ance with the International Financial Report- Meeting are defined in the Companies Act and financial period 1 January – 31 December ing Standards (IFRS), as approved by the in the Articles of the Company. 2012. The report of the Board of Directors is Accounting Regulatory Committee of the EU, available at www.poyry.com. and the applicable laws, regulations and rules. The Annual General Meeting (AGM) is held every year before the end of June, usually in Corporate governance at Pöyry is based on GENERAL DESCRIPTION March. The matters to be dealt with in the the laws of Finland, the Articles of Associa- OF PÖYRY’S CORPORATE AGM are defined in the Companies Act and in tion (“Articles”) of the parent company Pöyry GOVERNANCE SYSTEM the Articles of the Company. PLC (“Company” or “Pöyry”), the Finnish Cor- porate Governance Code, and the rules and The responsibility for the control and man- An Extraordinary General Meeting (EGM) may regulations of the Finnish Financial Superviso- agement of the Company is divided between be convened by the Board when they consider it ry Authority and NASDAQ OMX Helsinki Ltd, the shareholders represented at the General necessary or when required by law. Furthermore, where the Company is listed. Meeting of Shareholders, the Board of Direc- the Auditor or shareholder(s) together holding a tors (“Board”) with its two Committees, and minimum of one tenth of all shares of the Compa- The Company complies with the Finnish the President and CEO assisted by the Group ny have the right to request in writing that an EGM Corporate Governance Code. The Corporate Executive Committee. shall be convened to discuss a specific matter.

Governance structure

General Meeting of Shareholders External Audit

Board of Directors Internal Audit Nomination and Compensation Audit Committee Committee

President and CEO

GEC

Results Risk & Mergers & Administration Subteam Compliance Acquisitions Subteam Subteam Subteam *)

*) GEC subteams discontinued as of 1 September 2012

2 Pöyry Corporate Governance 2012 Contents

02 GENERAL DESCRIPTION OF PÖYRY’S 05 INTERNAL CONTROL AND RISK CORPORATE GOVERNANCE SYSTEM MANAGEMENT SYSTEMS IN 02 General Meetings of Shareholders RELATION TO THE FINANCIAL 03 Board of Directors REPORTING PROCESS 04 Board’s Committees 06 Control environment 05 President and CEO 06 Control activities 07 Information and communication 07 Monitoring 07 Internal Audit

Board of Directors The Board has adopted for itself a Charter. As of 1 September 2012, Alexis Fries According to the Charter, apart from the stat- Composition of the Board has been the President and CEO of utory duties the main tasks of Board are: The Board consists of a minimum of four (4) the Company. Through this position and a maximum of ten (10) Directors. In its Alexis Fries is not independent of the • Approval of the strategic goals and Charter, the Board has established a general Company when acting as a member direction guideline that the Board comprise at least of the Board. five (5) Directors of whom the majority shall • Approval of strategically important or be independent. The AGM decides on the Henrik Ehrnrooth acts as Chairman major acquisitions number of Directors and elects the Direc- of the Board and Heikki Lehtonen as tors for a term of one (1) year lasting until the Vice Chairman. • Business control including, among close of the following AGM. The Board ap- others, approvals of control policies, points from among its members a Chairman For detailed information about the and business matters in accordance and a Vice Chairman. Board members and their share own- with the Company’s Authorities and ership see pages 8–9. Approval Matrix

• Approval of the business organisation The AGM on 8 March 2012 resolved structure that the Board consists of seven (7) Operations of the Board ordinary members. The AGM elected The duties of the Board are those specified in • Appointment of the President and CEO the following members to the Board: the Companies Act, according to which the Board is responsible for overseeing that the • Approval of the appointments of the • Mr Pekka Ala-Pietilä management and operations, and the supervi- Group Executive Committee and other sion of accounting and financial matters of the top management • Mr Georg Ehrnrooth Company are appropriately organised. The Articles of the Company do not define other • Financial control including, among ot- • Mr Henrik Ehrnrooth duties for the Board. The Board has authority hers, approval of interim reports and an- to act in all matters not reserved by law or the nual accounts and group level budgets • Mr Alexis Fries Articles to another governing body. • Approval of principles of risk manage- • Mr Heikki Lehtonen The Board meets as often as necessary to prop- ment and internal control erly fulfil its duties. The Board agrees well in ad- • Mr Michael Obermayer and vance on its annual meeting schedule and addi- • Appointment of the Chief Audit Executi- tional meetings are arranged when necessary. ve and the Internal Audit Charter • Ms Karen de Segundo. • Appointments to the Board Commit- Henrik Ehrnrooth is not independ- tees and review of the reports of Board ent of the company and its signifi- In 2012, the Board of Directors Committee. cant shareholders. Georg Ehrnrooth convened eleven (11) times. The is not independent of the compa- average participation of Directors in ny’s significant shareholders. All the meetings was ninety-nine (99) other Board members are inde- per cent. The Board evaluates its pendent of the company and its sig- performance and working methods nificant shareholders. annually.

3 Pöyry Corporate Governance 2012

Board’s Committees res of the internal control and risk manage- ment systems pertaining to the financial re- Majority of the Committee members Audit Committee porting process, which will be included in the are independent of the Company. The Audit Committee comprises at least three (3) Company’s corporate governance statement members. The members of the Audit Committee The Nomination and Compensation shall be independent of the company and at least • monitoring the statutory audit of the Committee convened six (6) times one member shall be independent of significant financial statements and consolidated in 2012. The average participation shareholders. The committee members and financial statements of members of the Committee in the committee Chairman are appointed by the Board meetings was ninety-six (96) per cent. in the first Board meeting held after the Annual • reviewing the internal audit charter before General Meeting for a term of one (1) year. submission to the Board for approval and reviewing internal audit plans and reports The Board has approved a Charter for the committee. According to its Charter, the The members elected to the Audit ­Com- • evaluating the independence and per- Nomination and Compensation Commit- mittee on 8 March 2012 are Heikki formance of the statutory auditor or tee’s duties are to review on an annual basis Lehtonen, Chairman, Georg Ehrnrooth and audit firm, particularly the provision of the composition and the performance of the Alexis Fries, who were all independent of related services to the Company Board, and to identify and review nominees the Company and, with the exception of for Directors in accordance with the Com- Georg Ehrnrooth, also independent of the • contacts with the auditor and revision of pany’s Guiding principles for nomination of Company’s significant shareholders. the reports that the auditor prepares for Directors of the Company. The Committee the Audit Committee makes the proposal for the election of the Di- Karen de Segundo replaced Alexis Fries rectors and their compensation to the Annual as member of the Audit Committee on • preparing the proposal for the resolution General Meeting of shareholders. 1 September, 2012 when Alexis Fries on the election of the auditor. assumed his position as President and In addition, the Committee evaluates and makes CEO of the Company. Karen de Segundo Nomination and Compensation Committee recommendations to the Board in regard to is independent of the Company and of The Nomination and Compensation Commit- the Company’s significant shareholders. tee comprises at least three (3) members. The • matters relating to the appointment, majority of the members of the Nomination and compensation and other terms of the The Audit Committee convened nine Compensation Committee shall be independent agreement of the President and CEO (9) times in 2012. The participation of the Company. The committee members and of the Company and identification of of members of the Committee in the committee Chairman are appointed by the Board successors meetings was hundred (100) per cent. in the first Board meeting held after the Annual General Meeting for a term of one (1) year. • basic principles about the compensa- tion of the Company’s Group Executive The Board has approved a Charter for the Committee members committee. According to its Charter, the Audit Committee shall assist the Board in its Pekka Ala-Pietilä, Chairman, Heikki • group level variable pay schemes, both responsibilities concerning Lehtonen, Henrik Ehrnrooth and Ka- short term and long term performance ren de Segundo were elected to the based incentive schemes • monitoring and supervising the financial Nomination and Compensation Com- reporting process mittee on 8 March 2012. • the executive talent pool based on reviews of successor candidates for key executive ­ • monitoring the efficiency of the Michael Obermayer replaced Karen positions and reviews of other relevant Company’s internal control, internal au- de Segundo as member of the Nomi- factors for the executive talent pool. dit and risk management systems nation and Compensation Committee on 1 September 2012. The committees prepare minutes of their • reviewing the description of the main featu- meeting and report to the Board.

4 Pöyry Corporate Governance 2012

President and CEO INTERNAL CONTROL AND RISK The internal control framework covers all MANAGEMENT SYSTEMS IN the policies and guidelines, processes, pro- The President and CEO is appointed by the Board. RELATION TO THE FINANCIAL cedures and organisational structures that REPORTING PROCESS assist the President and CEO and ultimately In accordance with the Companies Act, the the Board of Directors in ensuring that Pöyry President and CEO is in charge of the day-to-day Pöyry has defined its objectives for internal achieves the above mentioned objectives. management of the Group in accordance with control based on the international COSO frame- the guidelines and instructions of the Board. The work. These objectives are to provide reason- Pöyry’s internal control framework is based statutory duties of the President and CEO include able assurance in achieving the following goals: on the Pöyry Operating Guidelines, which ensuring that the Company’s accounting methods consist of the key policies and instructions, comply with law and other regulations, and that • Effectiveness, efficiency and transpa- which must be followed throughout the the financial matters are handled in a reliable man- rency of operations group. The Pöyry Operating Guidelines pro- ner. The President and CEO is also in charge of vide internal policies and guidelines in areas the preparation of matters to be presented to the • Reliability of financial and other reporting such as ethical business conduct, internal Board and carries out the decisions of the Board. control, authorities, risk management and • Effective and comprehensive risk financial reporting. Alexis Fries (born 1955, Swiss citizen, Diploma management in Physics, Swiss Federal Institute of Technology, Risk management is an integral part of 1981) has been the President and CEO of the • Compliance with applicable laws and regu- Pöyry’s business management and internal Company since 1 September 2012. lations and the Pöyry Operating Guidelines controls framework. The aim of risk man- agement is to enable the achievement of the Henrik Ehrnrooth (born 1954, Finnish citizen, • Ethical business conduct Company’s strategic and financial objec- M.Sc., Forest Economics, University of Helsinki, tives and targets in a controlled manner. 1981) acted as interim President and CEO of the Company from 13 June until 31 August 2012 Pöyry’s system of internal control Heikki Malinen, (born 1962, Finnish citizen, M.Sc. (Econ.), MBA) was President and CEO of the Com- pany from 1 June 2008 until 13 June 2012. Control Environment “Tone at the top“ Group Executive Committee (GEC) The President and CEO is assisted by the Group Executive Committee in the operative manage- ment of the Group. Governance & organisation Activities On 31 December 2012 the GEC consisted of nine (9) members. The members of the GEC are ap- Management monitoring Strategy & performance Information and pointed by the President and CEO and the appoint- and audit processes management processes communication ments approved by the Board. The GEC members report to the President and CEO and have individu- Control al roles and responsibilities assigned by the Board. Project sales, quality and management processes People Risk management The GEC holds regular meetings chaired by the processes Other support processes President and CEO. The President and CEO is processes and systems responsible for the decisions made by the GEC. Financial / IT / M&A

The GEC was assisted in its work by the GEC’s Value base: Pöyry Fundamentals & Principles subcommittees until 1 September 2012 when Code of Conduct they were discontinued. 5 Pöyry Corporate Governance 2012

Pöyry’s main groupwide risk management focus on these critical areas. Project man- Risk assessment processes are: agers are responsible for Pöyry’s projects, Risks related to financial reporting are identi- including compliance with the Pöyry Operat- fied and assessed as part of the group-wide 1. Enterprise Risk Management (ERM) pro- ing Guidelines, in order to ensure accurate ERM process. Periodic Group and Business cess tailored to identify, assess, manage and reliable input into financial accounting Group level self-assessments as well as In- and follow up risks that may threaten the and financial information. ternal and External Audits are undertaken achievement of Pöyry’s objectives. to assess risks and to verify the adequacy The controller function has a key role in Pöyry’s and effectiveness of the controls framework 2. Project risk management processes tai- internal control system in developing, main- around financial reporting. lored to identify, assess, manage and fol- taining and communicating mandatory poli- low up project risks. cies and procedures and ensuring compliance Project risks are assessed both before sub- with them. Trans­action processing is increas- mitting proposals and regularly during the Risk control activities include Authorities and ingly centralised in dedicated internal shared implementation of projects, based on a man- Approval Matrix and Risk Management Policy Financial Service Centres, which strengthens datory risk review process using a risk man- and Instructions issued by the Board. These the harmonisation of applied processes and agement tool tailored for all major projects. groupwide mandatory instructions set limits procedures whilst also enhancing compliance. The outcome of the project risk assessment and authority levels for risk taking. The centres have been established in coun- may have an immediate impact on financial tries where Pöyry has major operations. reporting. Project managers are supported Risk reporting is a standard part of business by dedicated finance resources in order to reporting. Major risks with status updates are ensure the accuracy and compliance of the reported to and reviewed regularly by the Au- input for financial reporting. dit Committee and the Board. In 2012 Pöyry developed a more streamlined and centralised global Control activities Control environment structure for its support functions (HR, IT, Finance, Legal, Communi- Pöyry’s financial management and account- The financial reporting processes are an inte- cations, Facilities) in order to allow ing processes include policies, procedures grated part of Pöyry’s internal control system. more centralised decision-making and controls that are necessary to ensure approach and more regionally-fo- the reliability of financial reporting. Pöyry It is the duty of the President and CEO to ensure cused model. Within the Finance companies carry out financial reporting in a that the Company’s accounting methods com- organisation the aim is to unify oper- harmonised way across all Group companies, ply with legal requirements and regulations, ating mode and harmonise processes based on mandatory policies and proce- and that the financial matters are handled reli- further in the key disciplines of busi- dures, using a common chart of accounts ably. The President and CEO has delegated this ness controlling, financial account- and harmonised set of project management responsibility to the CFO, whose duties are to ing, and corporate finance. and accounting systems. organise and manage the Finance function. To support this more efficient, scal- All majority-owned subsidiaries use Pöyry’s The Audit Committee monitors the financial able, and harmonised operating common systems for project accounting, reporting process and the effectiveness of mode, Pöyry made the decision to financial accounting and monthly reporting. the controls therein. Furthermore, the Board outsource transaction processing in All major interfaces are standardised and regularly assesses the adequacy and effec- Financial Accounting operations in reasonably automated between different sys- tiveness of Pöyry’s internal controls and risk December 2012. tems in the financial reporting process. management. The roll-out of the outsourced operat- The international financial reporting stand- Project management and project accounting ing mode will be implemented in phas- ards (IFRS) are applied in Pöyry Group. The are among Pöyry’s most important key pro- es starting in the beginning of 2013. maintenance and interpretation of account- cesses, also from financial reporting point ing standards is centralised to the Group of view. Several controls are implemented to Finance function. Monthly closing, data

6 Pöyry Corporate Governance 2012

transfers, reconciliation and control proce- covering topics relevant for financial and op- dures are defined in detail for the financial erational monitoring. reporting process. Internal and external audits are performed Pöyry’s Authorities and Approval Matrix en- based on annually approved, risk based audit sure that decision making involving far-reach- plans, and audit findings are reported both to ing effects and significant risks is made at the management and to the Audit Committee. appropriate organisational levels. The Board receives monthly financial informa- Information and communication tion on the Pöyry Group and Business Group level and approves all externally communi- Applicable financial standards, policies, tools cated financial reports. The Audit Committee and systems as well as best practices are pub- follows up regularly the development of the lished on the Pöyry Group Intranet. The CFO Finance organisation. ensures the availability of up-to-date informa- tion. The CFO also ensures the continuous Internal Audit improvement of finance related processes, procedures, systems and controls. The Internal Audit function is independent of business operations. The function is headed Monitoring by the Chief Audit Executive, who reports to the President and CEO and Audit Committee. The CFO is responsible for maintaining and de- veloping the company’s controlling processes Internal Audit assesses the the adequacy and so that management at all levels receives reli- effectiveness of Pöyry’s internal control frame- able and adequate financial information in a work. Internal Audit follows the Standards for timely manner. the Professional Practise of Internal Auditing of the Institute of Internal Auditors. The actual financial performance against business plans, budgets and performance indicators is followed up through the month- ly reporting process. In connection with the monthly reporting, updated and analysed full year estimates are mandatory every quarter, but also more frequently if material changes are foreseen.

Monthly business and financial performance reviews are held shortly after the reporting deadline where Business Group President and Vice President Finance comment to the President and CEO and CFO on essential deviations or changes in actuals or full year estimates as well as on all essential events, concerns, risks and opportunities. Standard minimum agendas are mandatory for month- ly review meetings at all management levels

7 Board of Directors

Henrik Ehrnrooth Heikki Lehtonen Pekka Ala-Pietilä Georg Ehrnrooth (Chairman of the Board) (Vice Chairman of the Board) Born 1957, Finnish citizen, Born 1966, Finnish citizen, Born 1954, Finnish citizen, Born 1959, Finnish citizen, M.Sc. (Econ.), D.Tech. h.c., Studies in agriculture and M.Sc. (Forest Econ.), B.Sc. M.Sc. (Eng.). Independent D.Sc. h.c. Independent member forestry, Högre Svenska (Econ.). Not independent of member Läroverket, Turku, Finland. the company and significant Huhtamäki Oyj, Member of Not independent of significant shareholder Componenta Corporation, the Board 2012–; Solidium Oy, shareholder President and CEO 1993–; Chairman of the Board 2011–; Pöyry PLC, Chairman of the Finnish Business and Policy Blyk Ltd, Co-founder Corbis S.A., Semerca Board of Directors 2003–, Forum EVA, Member of the and CEO 2006–2012 Investments S.A. and Vice Chairman of the Board of Supervisory Board 2005–; Corporation, President Fennogens Investments S.A., Directors 1997–2002; Otava Ltd, Member of the Board 1999–2005, Member of Chairman of the Board of Direc- Jaakko Pöyry Group, of Directors 1996– the Group Executive tors 2009–; Opus Capita Oy, CEO 1995–1997; Board 1992–2005; Member of the Board of Directors Jaakko Pöyry Oy, partner and Member of the Pöyry Board SAP AG, Member of the 2005–2011; eQ Asset Manage- co-owner 1985–1997 and since 1997 Supervisory Board 2002– ment Oy, Chairman of the Board President and CEO 1986–1995; of Directors 2009–2011; YIT Corporation, Chairman of Pöyry PLC shares: Member of the Pöyry Board Norvestia Oyj, Member of the the Board of Directors 2009– 33,200 (33,200) since 2006 Board of Directors 2010–; Oy Otava Ltd., Member of the Forcit Ab, Member of the Board Board of Directors 1988– Pöyry PLC shares: of Directors 2010–; Anders 25,000 (40,000) Wall Foundation, Member of the Member of the Pöyry Board Board of Directors 2008–; Paavo since 1997 Nurmi Foundation, Member of the Board of Directors 2005– Pöyry PLC shares: Henrik Ehrnrooth, together with his Member of the Pöyry Board brothers Georg Ehrnrooth and since 2010 Carl-Gustaf Ehrnrooth, indirectly holds a controlling interest in Pöyry PLC shares: Corbis S.A. Georg Ehrnrooth, together with his brothers Henrik Ehrnrooth and Carl-Gustaf Ehrnrooth, indirectly holds a controlling interest in Corbis S.A.

8 Pöyry Corporate Governance 2012

Shareholdings are stated as at 31 December 2012 and in brackets as at 31 December 2011. The figures include direct holdings, holdings of corporations or foundations in which the shareholder has a controlling interest, and holdings of the shareholder’s spouse and other family members.

Curricula vitae of the members of the Board of Directors are available on the company’s website www.poyry.com

Alexis Fries Michael Obermayer Karen de Segundo Born 1955, Swiss citizen Born 1948, German and Born 1946, Dutch citizen, Diploma in Physics Swedish citizen, Civ Ing (M.Sc.), Master in Law, MBA. Not independent of the Dr. rer. nat. (D.Sc.) Independent member company Bio-chemistry, MBA. Independent member Royal Ahold NV, Member of the Pöyry PLC, President and CEO Supervisory Board 2004–2011; 2012–; EOS Holding SA, CEO Biogasol APS, Member of E.on AG, Member of the 2009–2012, Management Supervisory Board 2010–; Supervisory Board 2008–; Consulting to EOS Holding SA European American Investment British American Tobacco Plc., 2004–2009; Alstom Power, Bank AG, Chairman of Supervi- Member of the Board of President 2001–2003; Alstom sory Board 2009–; Fjord Clean Directors 2007–; Lonmin Plc., Group, member of the execu- Energy Fund LP, Fjord Capital Member of the Board of tive committee 2001–2003 ; Partners Ltd, General Partner Directors 2005–; Shell Inter- ABB Alstom Power, member of 2007–; World Economic Forum, national Renewables, CEO the Group central committee Managing Director and Dean, 2000–2005; 1999–2001; ABB Asia Pacific, Global Leadership Fellows Shell International Gas & Power, President 1993–1999; Programme 2005–2007; CEO (Shell Global Gas & Power) ABB Group, member of the exec- INSEAD, Adjunct professor, and Chairman (Shell Coal) utive committee 1993–1999; part time 2006–; McKinsey 1998–2000; ABB, Country Manager in Japan & Company, Inc, McKinsey and the Philippines 1988–1993; Global Learning Institute, Dean Member of the Pöyry Board Motor Columbus Consulting 2000–2004, McKinsey Eastern since 2005 Engineers, Country Manager Europe, Chairman 1991–2000, Indonesia 1985–1988 ; Pöyry PLC shares: BBC Brown Boveri Ltd, Project Member of the Pöyry Board 4,000 (4,000) Manager, Gas Turbine Division since 2009 1981–1985; Pöyry PLC shares: Member of the Pöyry Board 0 (0) since 2008

Pöyry PLC shares: 0 (0)

9 Group Executive Committee

Alexis Fries Ari Asikainen Martin Kuzaj Martin Bachmann Jarkko Sairanen President and CEO Executive Vice Executive Vice Executive Vice Executive Vice President, Born 1955 President, Energy President, President, President, Management Diploma in Physics Business Group Industry Urban Business Group Consulting Business Born 1957 Business Group Born 1967 Group Member of Pöyry’s M.Sc. (tech.) Born 1957 M.Sc. Civil Engineering Born 1963 Group Executive Ph.D. (Chemistry) M. Sc. Industrial Committee since 2012 Member of Pöyry’s Member of Pöyry’s Engineering Group Executive Member of Pöyry’s Group Executive MBA Pöyry PLC shares: Committee since 2009 Group Executive Committee since 2010 0 (0) Committee since 2009 Member of Pöyry’s Pöyry PLC shares: Pöyry PLC shares: Group Executive 11,409 (12,209) Pöyry PLC shares: 15,904 (6,904) Committee since 2011 17,5 0 0 (17,5 0 0) Pöyry PLC Shares: 7,500 (7,500)

10 Pöyry Corporate Governance 2012

Shareholdings are stated as at 31 December 2012 and in brackets as at 31 December 2011. The figures include direct holdings, holdings of corporations or foundations in which the shareholder has a controlling interest, and holdings of the shareholder’s spouse and other family members.

Curricula vitae of the members of the Group Executive Committee are available on the company’s website www.poyry.com

Richard Pinnock Pasi Tolppanen Anne Viitala Jukka Pahta Executive Vice Senior Vice President, Executive Vice Excecutive Vice President, President, Operations President, Chief Financial Officer Group Strategic Growth Born 1967 Legal and Commercial Born 1966 Born 1962 Licentiate of Technology Born 1959 M.Sc. (Econ.) B.Sc. (eng.), (rock engineering) L.L.M., trained on bench, MBA B.Comm. (Hons) Ph.D (engineering eMBA geology) Member of Pöyry’s Group Member of Pöyry’s Member of Pöyry’s Executive Committee Group Executive Member of Pöyry’s Group Executive since 2011 Committee since 2003 Group Executive Committee since 2002 Committee since 2012 Pöyry PLC Shares: Pöyry PLC shares: Pöyry PLC shares: 5,000 (5,000) 84 927 (84,927) Pöyry PLC shares: 23,547 (23,547) 2,436 (0)

PART OF GROUP EXECUTIVE COMMITTEE 2012

Heikki Malinen Camilla Grönholm Andy Goodwin President and CEO Executive Vice President, President, Asian Member of the Group Human Resources operations Executive Committee Member of the Group Member of the Group since 2008 until 13 June Executive Committee Executive Committee 2012. since 2006 until 10 since 2009 until 19 August 2012. January 2012.

11 Issued in February 2013

www.poyry.com

Pöyry is an international consulting and engineering company. We serve clients globally across the energy and industrial sectors and locally in our core markets. We deliver strategic advisory and engineering services, underpinned by strong project implementation capability and expertise. Our focus sectors are power generation, transmission & distribu- tion, forest industry, chemicals & biorefining, mining & metals, transportation, water and real estate sectors. Pöyry has an extensive local office network employing about 7,000 experts. Pöyry’s net sales in 2012 were EUR 775 million and the company’s shares are quoted on NASDAQ OMX Helsinki (Pöyry PLC: POY1V).