Pöyry Corporate Governance Corporate Governance Statement 2015 Corporate Governance Statement 2015

Pöyry corporate governance Corporate Governance Statement 2015 Corporate Governance Statement 2015

This Corporate Governance Statement has The Company complies with the Finnish General Meetings of shareholders been prepared pursuant to the Finnish Corporate Governance Code. The Corporate Corporate Governance Code 2010 and the Governance Code is publicly available on the The shareholders of Pöyry exercise their guideline of the Securities Market Association website of the Securities Market Association decision-making power at the Company’s dated 1 December 2010. The Corporate www.cgfi nland.fi . General Meeting of Shareholders. The rights of Governance Statement is issued separately the shareholders and the duties of the General from the report of the Board of Directors of The Company prepares consolidated fi nancial Meeting are defi ned in the Companies Act and Pöyry PLC for the fi nancial period statements and interim reports in accordance in the Articles of the Company. 1 January – 31 December 2015. The report of with the International Financial Reporting the Board of Directors is available at Standards (IFRS), as adopted by the EU, and The Annual General Meeting (“AGM”) is held www.poyry.com. the applicable laws, regulations and rules. every year before the end of June, usually in March. The matters to be dealt with in the Corporate governance at Pöyry is based on GeNeRAL DesCRIpTION AGM are defi ned in the Companies Act and the laws of Finland, the Articles of Of pÖYRY’s CORpORATe in the Articles of the Company. The AGM Association (“Articles”) of the parent company GOveRNANCe sYsTeM 2015 was held on 12 March 2015 in Helsinki, Pöyry PLC (“Company” or “Pöyry”), the Finland. Finnish Corporate Governance Code, and the The responsibility for the control and rules and regulations of the Finnish Financial management of the Company is divided An Extraordinary General Meeting (“EGM”) may Supervisory Authority and Nasdaq Helsinki between the shareholders represented at the be convened by the Board when they consider it Ltd, where the Company is listed. General Meeting of Shareholders, the Board necessary or when required by law. Furthermore, of Directors (“Board”) (supported by its two the Auditor or shareholder(s) together holding a Committees) and the President and CEO minimum of one tenth of all shares of the assisted by the Group Executive Committee. Company have the right to request in writing that an EGM shall be convened to discuss a specifi c matter. No EGMs were held in 2015.

Governance structure

General Meeting of Shareholders External Audit

Board of Directors Internal Audit Nomination and Compensation Audit Committee Committee

President and CEO

GEC

2 Pöyry Corporate Governance 2015 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 Risk assessment 06 Control activities 07 Information and communication 07 Monitoring 07 Internal Audit

Board of Directors The Board has adopted for itself a Charter. was the President and CEO of the According to the Charter, apart from the Composition of the Board Company until 31 December 2015. statutory duties the main tasks of Board are: The Board consists of a minimum of four (4) Due to this position Alexis Fries is not and a maximum of ten (10) members. In its independent of the Company when • Approval of the strategic goals and Charter, the Board has established a general acting as a member of the Board. All direction guideline that the Board comprise at least other Board members are five (5) members of whom the majority shall independent of the company and its • Approval of strategically important or be independent. The AGM decides on the significant shareholders. major acquisitions and divestments number of members and elects the members for a term of one (1) year lasting For detailed information about the • Business control including, among until the close of the following AGM. The Board members and their share others, approvals of control policies, Board appoints from among its members a ownership see pages 8–9. and business matters in accordance Chairman and a Vice Chairman. with the Company’s Authorities and Approval Policy

The AGM on 12 March 2015 • Approval of the business organisation resolved that the Board consists of Operations of the Board structure eight (8) ordinary members. The AGM The duties of the Board are those specified in elected the following members to the the Companies Act, according to which the • Appointment of the President and CEO Board: Board is responsible for overseeing that the management and operations, and the • Approval of the appointments of the • Mr Pekka Ala-Pietilä supervision of accounting and financial Group Executive Committee and other matters of the Company are appropriately top management • Mr Georg Ehrnrooth organised. The Articles of the Company do not define other duties for the Board. The Board • Financial control including, among • Mr Henrik Ehrnrooth has authority to act in all matters not reserved others, approval of interim reports by law or the Articles to another governing and annual accounts and group level • Mr Alexis Fries body. budgets

• Mr Heikki Lehtonen The Board meets as often as necessary to • Approval of principles of risk properly fulfil its duties. The Board decides management and internal control • Mr Michael Obermayer well in advance on its annual meeting schedule and additional meetings are arranged • Appointment of the Chief Audit • Mr Teuvo Salminen and when necessary. The Board evaluates its Executive and approval of the Internal performance and working methods annually. Audit Charter • Ms Karen de Segundo. • Appointments to the Board Committees Henrik Ehrnrooth acts as the and review of the reports of the Board Chairman of the Board and Heikki Committees. Lehtonen as Vice Chairman. In 2015, the Board of Directors convened nine (9) times. The Henrik Ehrnrooth is not independent average participation of members in of the company and its significant the meetings was eighty-eight (88) shareholders. Georg Ehrnrooth is not per cent. independent of the company’s significant shareholders. Alexis Fries

3 Pöyry Corporate Governance 2015

Board Committees • monitoring and supervising the financial reporting process The Nomination and Compensation The Board has two (2) permanent committees: Committee convened four (4) times in the Audit Committee and the Nomination and • monitoring the efficiency of the 2015. The participation of members Compensation Committee. The committees Company’s internal control, internal of the Committee in the meetings was assist the Board in its duties by preparing and audit and risk management systems hundred (100) per cent. reviewing in more detail matters falling within the competence of the Board. The committees • reviewing the Company’s corporate prepare minutes of their meetings and report to governance statement the Board. • monitoring the statutory audit of the The Board has approved a Charter for the The committee members and a Chairman for financial statements and consolidated committee. According to its Charter, the each committee are appointed by the Board in financial statements Nomination and Compensation the first Board meeting held after the AGM for Committee’s duties are to review on an a term of one (1) year. The Board has approved • reviewing the internal audit charter before annual basis the composition and the charters for both committees. submission to the Board for approval and performance of the Board, and to identify reviewing internal audit plans and reports and review nominees for Board members Audit Committee in accordance with the Company’s Guiding The Audit Committee comprises at least three (3) • evaluating the independence and Principles for Nomination of Directors of the members. According to the Charter of the Audit performance of the statutory auditor or Company. The Committee makes the Committee, the Audit Committee members shall audit firm, particularly the provision of proposal for the election of the Board be independent of the company and at least one related services to the Company members and their compensation to the (1) member shall be independent of significant Annual General Meeting of shareholders. shareholders. • contacts with the auditor and review of the reports that the auditor prepares for In addition, the Committee evaluates and makes the Audit Committee recommendations to the Board in regard to Heikki Lehtonen (Chairman), Georg Ehrnrooth, Teuvo Salminen and Karen • preparing the proposal for the AGM • matters relating to the appointment, de Segundo were elected to the Audit for the resolution on the election of the compensation and other terms of the Committee on 12 March 2015. They are auditor. agreement of the President and CEO all independent of the Company and, of the Company and identification of with the exception of Georg Ehrnrooth, Nomination and Compensation Committee successors also independent of the Company’s The Nomination and Compensation significant shareholders. Committee comprises at least three (3) members. • basic principles about the The majority of the members of the Nomination compensation of the Company’s Group The Audit Committee convened five (5) and Compensation Committee shall be Executive Committee members times in 2015. The average independent of the Company. participation of members of the • group level variable pay schemes, both Committee in the meetings was short term and long term performance ninety-four (94) per cent. Pekka Ala-Pietilä (Chairman), Heikki based incentive schemes Lehtonen, Henrik Ehrnrooth and Michael Obermayer were elected to the • the executive talent pool based on reviews Nomination and Compensation of successor candidates for key executive The Board has approved a Charter for the Committee on 12 March 2015. positions and reviews of other relevant Committee. According to its Charter, the factors for the executive talent pool. Audit Committee shall assist the Board in its Majority of the Committee members responsibilities concerning are independent of the Company.

4 Pöyry Corporate Governance 2015

president and CeO INTeRNAL CONTROL AND RIsK The internal control framework covers all the MANAGeMeNT sYsTeMs IN policies and guidelines, processes, The President and CEO is appointed by the Board. ReLATION TO THe fINANCIAL procedures and organisational structures RepORTING pROCess that assist the President and CEO and In accordance with the Companies Act, the ultimately the Board of Directors in ensuring President and CEO is in charge of the day-to-day According to Pöyry’s defi nition its objectives for that Pöyry achieves the above mentioned management of the Group in accordance with internal control are to provide reasonable objectives. the guidelines and instructions of the Board. The assurance in achieving the following goals: statutory duties of the President and CEO include Pöyry’s internal control framework is based ensuring that the Company’s accounting methods • Effectiveness, effi ciency and on the Pöyry Operating Guidelines, which comply with law and other regulations, and that transparency of operations consist of the key policies and instructions, the fi nancial matters are handled in a reliable which must be followed throughout the manner. The President and CEO is also in charge • Reliability of fi nancial and other reporting group. The Pöyry Operating Guidelines of the preparation of matters to be presented to provide internal policies and guidelines in the Board and carries out the decisions of the • Effective and comprehensive risk areas such as ethical business conduct, Board. management internal control, authorities, risk management and financial reporting. Alexis Fries (born 1955, Swiss citizen, Diploma • Compliance with applicable laws and in Physics, Swiss Federal Institute of Technology, regulations and the Pöyry Operating Risk management is an integral part of 1981) was the President and CEO of the Guidelines Pöyry’s business management and internal Company since 1 September 2012 until controls framework. The aim of risk 31 December 2015. In August 2015, the Board • Ethical business conduct. management is to enable the achievement of Directors of Pöyry PLC appointed Martin à of the Company’s strategic and financial Porta as the new President and CEO of Pöyry. objectives and targets in a controlled He took up the position on 1 January 2016. manner.

Group executive Committee (GeC) Pöyry’s system of internal control The President and CEO is assisted by the Group Executive Committee (“GEC”) in the operative Control Environment management of the Group. “Tone at the top“

On 31 December 2015 the GEC consisted of ten (10) members. The members of the GEC are appointed by the President and CEO and the appointments approved by the Board. The GEC Governance & Organisation members report to the President and CEO and Activities have roles and responsibilities assigned by the Management monitoring Information and President and CEO. Strategy & performance and audit processes management processes communication

The GEC holds regular meetings chaired by the Control President and CEO. The President and CEO is Project sales, quality and responsible for the decisions made by the GEC. management processes People Risk management processes processes For detailed information about the GEC members and their share ownership see Financial / IT pages 10-11. Value base: Pöyry Fundamentals & Principles Code of Conduct

5 Pöyry Corporate Governance 2015

Pöyry’s main groupwide risk management Project management and project Risk assessment processes are: accounting are among Pöyry’s most important key processes, also from financial At Pöyry risks related to financial reporting 1. Enterprise Risk Management (ERM) reporting point of view. Several controls are are assessed and the necessary controls are process tailored to identify, assess, implemented to focus on these critical defined and implemented when changes are manage and follow up risks that may areas. Project managers are responsible for made in organisation or processes. threaten the achievement of Pöyry’s Pöyry’s projects, including compliance with objectives. the Pöyry Operating Guidelines, in order to All projects in Pöyry are categorised on risk ensure accurate and reliable input into basis. The project category determines the 2. Project risk management processes financial accounting and financial treatment of the project both in the sales and tailored to identify, assess, manage and information. The global Project execution phase of the project. In addition to follow up project risks. Management Office organisation supports this, a more holistic project risk assessment project managers in project management is conducted for more risky projects both Risk control activities include Authorities and processes, e.g. in project risk management before submitting commercial proposals and Approval Policy and Risk Management Policy and in monthly project review processes. signing contracts, and regularly during the and Instructions issued by the Board. These execution of projects. The risk assessment groupwide mandatory instructions set limits The controller function has a key role in Pöyry’s and risk review processes are performed and authority levels for risk taking. internal control system in developing, using Pöyry’s standardised risk assessment maintaining and communicating mandatory tools. The outcome of the project risk Risk reporting is a part of business reporting. policies and procedures and ensuring assessment may have an immediate impact Major risks with status updates are reported to compliance with them. Transaction on financial reporting. Project managers are and reviewed regularly by the Audit processing is centralised in dedicated internal supported by dedicated finance and other Committee and the Board. and external shared Financial Service Centres, resources in order to ensure the accuracy which strengthens the harmonisation of and compliance of the input for financial Control environment applied processes and procedures whilst also reporting. enhancing compliance. The centres have been The financial reporting processes are an established in countries where Pöyry has Control activities integral part of Pöyry’s internal control major operations. system. Pöyry’s financial management and accounting processes include policies, It is the duty of the President and CEO to A new common global project, resource procedures and controls that are necessary ensure that the Company’s accounting and financial management system was to ensure the reliability of financial reporting. methods comply with legal requirements and implemented in Finland and in the UK Pöyry companies carry out financial regulations, and that the financial matters are in third quarter of 2015. The roll-outs reporting in a harmonised way across all handled reliably. The President and CEO has will continue throughout the Pöyry Group companies, based on mandatory delegated this responsibility to the Group in the years 2016-2017. The new policies and procedures, using a common Chief Financial Officer (“CFO”) , whose system will allow Pöyry to further chart of accounts and harmonised set of duties are to organise and manage the improve the quality and cost efficiency project management and accounting Finance function. of project and finance administration systems. e.g. through harmonized master data, The Audit Committee of the Board monitors improved data consistency, enhanced All Pöyry’s subsidiary companies in which the financial reporting process and the system controls and reports. Pöyry has control use Pöyry’s common effectiveness of the controls therein. systems for project accounting, financial Furthermore, the Board regularly assesses the accounting and monthly reporting. All major adequacy and effectiveness of Pöyry’s internal interfaces are standardised and reasonably controls and risk management. automated between different systems in the financial reporting process.

6 Pöyry Corporate Governance 2015

The international financial reporting President and Vice President Finance standards (IFRS) are applied in Pöyry comment to the President and CEO and CFO Group. The maintenance and on essential deviations or changes in actuals interpretation of accounting standards is or full year estimates as well as on all centralised to the Group Finance essential events, risks and opportunities. department. Monthly closing, data Standard minimum agendas are mandatory transfers, reconciliation and control for monthly review meetings at all manage- procedures are defined in detail for the ment levels covering topics relevant for financial reporting process. financial and operational monitoring.

Pöyry’s Authorities and Approval Policy Internal and external audits are performed ensures that decision making involving based on annually approved, risk based audit far-reaching effects and significant risks is plans, and audit findings are reported both to made at the appropriate organisational levels. management and to the Audit Committee.

Information and communication The Board receives monthly financial information on the Pöyry Group and Business Applicable financial standards, policies, tools Line level and approves all externally and systems as well as best practices are communicated financial reports. The Audit published on the Pöyry Group Intranet. The Committee follows up regularly the CFO ensures the availability of up-to-date development of the Finance organisation. information. The CFO also ensures the continuous improvement of finance related Internal Audit processes, procedures, systems and controls. The Internal Audit function is independent of Monitoring business operations. The function is headed by the Chief Audit & Compliance Executive, The CFO is responsible for maintaining and who reports to the President and CEO and developing the company’s controlling Audit Committee. processes so that management at all levels receives reliable and adequate financial Internal Audit assesses the adequacy and information in a timely manner. effectiveness of Pöyry’s internal control framework. Internal Audit follows the The actual financial performance against Standards for the Professional Practise of business plans, budgets and performance Internal Auditing of the Institute of Internal indicators is followed up through the Auditors (IIA). monthly 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 Line

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, Chairman of Not independent of significant shareholder Componenta Corporation, the Board of Directors 2013–, shareholder President and CEO 1993–2015; Member of the Board of Pöyry PLC, Chairman of the Finnish Business and Policy Directors 2012–2013; Sanoma Corbis S.A., Semerca Board of Directors 2003–, Forum EVA, Member of the Corporation, Member of the Investments S.A. and Vice Chairman of the Board of Supervisory Board 2005–; Board of Directors 2014–; SAP Fennogens Investments S.A., Directors 1997–2002; Otava Ltd, Member of the Board AG, Member of the Supervisory Chairman of the Board of Jaakko Pöyry Group, of Directors 1996– ; The Finnish Board 2002–; Blyk Directors 2009–; eQ Plc, CEO 1995–1997; Foundation for Share Promotion, International Ltd, Chairman of Chairman of the Board of Jaakko Pöyry Oy, partner and Member of the Board of the Board of Directors 2009–; Directors 2015–, Member of the co-owner 1985–1997 and Directors 2012– Solidium Oy, Chairman of the Board of Directors 2011–2015; President and CEO 1986–1995; Board of Directors 2011–2015; Norvestia Oyj, Member of the Otava Ltd, Chairman of the Member of the Pöyry Board Blyk Ltd, Co-founder and CEO Board of Directors 2010–; Oy Board of Directors 2014–, since 1997 2006–2012; Nokia Corporation, Forcit Ab, Member of the Board Member of the Board of President 1999–2005, Member of Directors 2010–; Slättö Directors 1988– 2014; Pöyry PLC shares: of the Group Executive Board Förvaltning AB, Member of Caverion Corporation, Chairman 0 (33,200) 1992–2005 the Board of Directors 2014–; of the Board of Directors Anders Wall Foundation, 2013–2015; YIT Corporation, Member of the Pöyry Board Member of the Board of Direc- Chairman of the Board of since 2006 tors 2008–; Paavo Nurmi Directors 2009–2014 Foundation, Member of the Pöyry PLC shares: Board of Directors 2005– Member of the Pöyry Board 25,000 (25,000) since 1997 Member of the Pöyry Board since 2010 Pöyry PLC shares: Henrik Ehrnrooth, together with his Pöyry PLC shares: brothers Georg Ehrnrooth and Georg Ehrnrooth, together with Carl-Gustaf Ehrnrooth, indirectly his brothers Henrik Ehrnrooth holds a controlling interest in and Carl-Gustaf Ehrnrooth, Corbis S.A. indirectly holds a controlling interest in Corbis S.A.

8 Pöyry Corporate Governance 2015

Shareholdings are stated as at 31 December 2015 and in brackets as at 31 December 2014. 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 Teuvo Salminen Born 1955, Swiss citizen Born 1948, German and Born 1946, Dutch citizen, Born 1954, Finnish citizen, Diploma in Physics Swedish citizen, Civ Ing (M.Sc.), Master in Law, MBA. M.Sc. (Econ.), Authorised Not independent of the Dr. rer. nat. (D.Sc.) Independent member Public Accountant (KHT). company Bio-chemistry, Independent member MBA. Independent member E.on AG, Member of the Pöyry PLC, President and CEO Supervisory Board 2008–; Pöyry PLC, Deputy to President 2012–2015; PNE WIND AG, Biogasol APS, Member of British American Tobacco Plc., and CEO 1999–2009, other Chairman of the Supervisory Supervisory Board 2010–; Member of the Board of leadership positions in Pöyry Board 2015–; EOS Holding SA, European American Directors 2007–; Lonmin Plc., Group 1985–2000; Cargotec CEO 2009–2012, Management Investment Bank AG, Chairman Member of the Board of Oyj, member of the Board of Consulting to EOS Holding SA of Supervisory Board 2009– Directors 2005–2015; Royal Directors, Chairman of the Audit 2004–2009; Alstom Power, 2013, Member of Supervisory Ahold NV, Member of the Committee 2010–; Glaston Oyj, President 2001–2003; Alstom Board 2013–; Fjord Supervisory Board 2004–2011; member of the Board of Group, member of the execu- Advisors Limited, Director Shell International Renewables, Directors 2010–2014, Vice tive committee 2001–2003 ; 2012–; Fjord Clean Energy Fund CEO 2000–2005; Chairman of the Board of ABB Alstom Power, member of LP, Fjord Capital Partners Ltd, Shell International Gas & Power, Directors 2014–; Tieto Oyj, the Group central committee General Partner 2007–; World CEO (Shell Global Gas & Power) member of the Board of 1999–2001; ABB Asia Pacific, Economic Forum, Managing and Chairman (Shell Coal) Directors, Chairman of the Audit President 1993–1999; Director and Dean, Global 1998–2000 Committee 2010–; Havator ABB Group, member of the Leadership Fellows Programme Oy, Chairman of the Board of executive committee 1993– 2005–2007; INSEAD, Adjunct Member of the Pöyry Board Directors 2010–; Holiday Club 1999; ABB, Country Manager professor, part time 2006–; since 2005 Resorts Oy, Chairman of the in Japan and the Philippines McKinsey & Company, Inc, Board of Directors 2008–2015, 1988–1993; Motor Columbus McKinsey Global Learning Pöyry PLC shares: member of the Board of Direc- Consulting Engineers, Country Institute, Dean 2000–2004, 4,000 (4,000) tors 2015–; Evli Bank Oyj, Manager Indonesia 1985– McKinsey Eastern Europe, member of the Board of 1988 ; BBC Brown Boveri Ltd, Chairman 1991–2000 Directors, Chairman of the Audit Project Manager, Gas Turbine Committee 2010–; YIT Oyj, Division 1981–1985 Member of the Pöyry Board member of the Board of since 2009 Directors 2001–2009, member Member of the Pöyry Board of the Board of Directors 2014– since 2008 Pöyry PLC shares: 0 (0) Member of the Pöyry Board Pöyry PLC shares: since 2015 210,000 (115,000) Pöyry PLC shares: 0

9 Group Executive Committee

Alexis Fries Anja Silvennoinen Nicholas Oksanen Marcelo Cordaro Jarkko Sairanen President and CEO Executive Vice President, Executive Vice President, Executive Vice President, Executive Vice President, Chairman Regional President, Energy President, Industry President, Regional President, Management Operations (acting) Business Group Business Group Operations Latin America Consulting Business (until 31 December Born 1960 Born 1967 Vice Chairman Regional Group 2015) M.Sc. Industrial M.Sc. Paper Technology Operations (until 31 December Born 1955 Engineering Born 1963 2015) Diploma in Physics MBA Member of Pöyry’s D.Sc. Electrical Born 1963 Group Executive Engineering M.Sc. Industrial Member of Pöyry’s Member of Pöyry’s Committee since 2014 Engineering Group Executive Group Executive Member of Pöyry’s MBA Committee since 2012 Committee since 2015 Pöyry PLC shares: Group Executive 3,319 (3,319) Committee since 2014 Member of Pöyry’s Pöyry PLC shares: Pöyry PLC shares: Group Executive 210,000 (115,000) 0 Pöyry PLC shares: Committee since 2011 2,415 (2,415) Pöyry PLC shares: 13,750 (21,250)

10 Pöyry Corporate Governance 2015

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 Jaana Rinne Executive Vice President, Executive Vice President, Executive Vice President, Executive Vice President, Senior Vice President, Global Sales and Regional Operations Legal and Chief Financial Officer Human Resources Project Management Northern Europe Communications Born 1966 Born 1962 Born 1962 Vice Chairman Regional Group General Counsel M.Sc. (Econ.) M.Sc. (Econ.) B.Sc. (eng.), Operations Born 1959 MBA B.Comm. (Hons) Born 1967 L.L.M., trained on Member of Pöyry’s Licentiate of Technology bench, Member of Pöyry’s Group Executive Member of Pöyry’s (rock engineering) eMBA Group Executive Committee since 2013 Group Executive Ph.D (engineering Committee since 2011 Committee since 2003 geology) Member of Pöyry’s Pöyry PLC shares: Group Executive Pöyry PLC shares: 0 (0) Pöyry PLC shares: Member of Pöyry’s Committee since 2002 7,5 0 0 (7,5 0 0) 88,677 (88,677) Group Executive Committee since 2012 Pöyry PLC shares: 26,047 (26,047) Pöyry PLC shares: 3,561 (3,561)

Part of Group appointments effective Executive Committee 2015 AS OF 1 JANUARY 2016

Sergio C Guimaraes Martin á Porta Erik Olsson Executive Vice President and CEO Executive Vice President, Energy President Business Group Management Consulting President Business Group Member of the Group Executive Committee since 2012 until 28 February 2015.

11 Issued in February 2016

www.poyry.com

Pöyry is an international consulting and engineering company. We serve clients globally across the energy and industrial sectors and provide local services in our core markets. We deliver management consulting and engineering services, underpinned by strong project implementation capability and expertise. Our focus sectors are power generation, transmission & distribution, forest industry, chemicals & biorefining, mining & metals, transportation and water. Pöyry has an extensive local office network employing about 6,000 experts. Pöyry’s net sales in 2015 were EUR 575 million and the company’s shares are quoted on Nasdaq Helsinki (Pöyry PLC: POY1V).