Wärtsilä Corporation Notice to convene annual general meeting 27 January 2012
at 9.50 am (EET)
Notice is given to the shareholders of Wärtsilä Corporation to the Annual
General Meeting to be held on Thursday 8 March 2012 at 4.00 pm at the Congress
Wing of the Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki, Finland. The
reception of persons who have registered for the meeting and the distribution of
voting tickets will commence at 2.30 pm.
A. Matters on the agenda of the general meeting
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting
of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors
and the auditor's report for the year 2011
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the general meeting that a dividend of EUR
0.90 per share be paid for the financial year 2011. The dividend will be paid to
the shareholders who are registered in the list of shareholders maintained by
Euroclear Finland Ltd on the record date which is 13 March 2012. The payment
date proposed by the Board for the dividend is 20 March 2012.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board proposes that the annual remuneration
payable to the members of the Board in 2012 be as follows: for the Chairman EUR
120,000, for the Deputy Chairman EUR 90,000 and for the ordinary members EUR
60,000. In addition, the Nomination Committee of the Board proposes that each
member will be paid EUR 400/Board meeting attended, the chairman's meeting fee
being double this amount. The Nomination Committee further proposes that each
member of the Nomination Committee and the Remuneration Committee will be paid
EUR 500/committee meeting attended and each member of the Audit Committee will
be paid EUR 1,000/committee meeting attended, and the chairman's meeting fee
being double these amounts. Approximately 40% of the annual fee is proposed to
be paid in Wärtsilä shares, and the rest in cash. The tax deduction for the
entire annual fee will be made from the cash amount. The attendance fees will be
paid in cash. Possible travel expenses will be reimbursed according to the
travel policy of the Company.
11. Resolution on the number of members of the Board of Directors
Shareholders representing over 20 percent of the shares and votes of the Company
have informed that they are going to propose to the general meeting that the
number of the Board members be 9.
12. Election of members of the Board of Directors
- Bertel Langenskiöld has informed that he is not available as member of the
Board when the general meeting elects the members of the Board.
- In the election Shareholders representing over 20 percent of the shares and
votes of the Company have informed that they are going to propose to the general
meeting that from the current members of the Board of Directors M.Sc. (Techn),
MBA Maarit Aarni-Sirviö, managing director Kaj-Gustaf Bergh, M.Sc. (Econ), MBA
Alexander Ehrnrooth, M.Sc. (Econ) Paul Ehrnrooth, President Lars Josefsson,
B.Sc. (Econ) Mikael Lilius, CFO Markus Rauramo and managing director Matti
Vuoria be elected as members of the Board. As a new member of the Board of
Directors is proposed Gunilla Nordström, President and CEO of Electrolux Major
Appliances Asia/Pacific and Executive Vice President of Electrolux AB.
- The above-mentioned persons have given their consent to the position. Also,
the above-mentioned persons have brought to the attention of the Company that if
they become selected, they will select Mikael Lilius as Chairman and Matti
Vuoria as Deputy Chairman of the Board.
13. Resolution on the remuneration of the auditor
The Audit Committee of the Board proposes that the auditor be reimbursed
according to the auditor's invoice.
14. Election of auditor
The Audit Committee of the Board proposes that the firm of public auditors KPMG
Oy Ab be re-elected as the auditor of the Company for the year 2012.
15. Authorisation to repurchase and distribute the Company's own shares
a. The Board of Directors proposes that the Annual General Meeting authorises
the Board of Directors to resolve to repurchase the Company's own shares in
one or more instalments on the following conditions:
* The Board of Directors is authorised to resolve to repurchase a maximum of
19,000,000 shares in the Company, which represents 9.63% of all the shares
in the Company.
* Own shares will be repurchased using the Company's unrestricted
shareholders' equity, which means that the repurchases reduce the funds
available for distribution of profits. The shares may be repurchased through
public trading at the prevailing market price formed in public trading on
the NASDAQ OMX Helsinki Oy on the date of repurchase.
* The shares will be repurchased in order to develop the capital structure of
the Company, to finance or carry out acquisitions or other arrangements, or
to be otherwise transferred further, to be held with the company or to be
cancelled.
* The Board of Directors shall decide upon all other terms and conditions for
the repurchase of the Company's own shares. Shares may be repurchased in
deviation from the shareholders' pre-emptive rights.
* The authorisation to repurchase the Company's own shares shall be valid
until the close of the next Annual General Meeting, however no longer than
for 18 months from the authorisation of the shareholders' meeting.
b. The Board of Directors proposes that the Annual General Meeting authorises
the Board of Directors to resolve to distribute the Company's own shares in
one or more instalments on the following conditions:
* The Board of Directors is authorised to distribute a maximum of 19,000,000
shares in the Company, which represents 9.63% of all the shares in the
Company.
* The Board of Directors is authorised to resolve to whom and in which order
the own shares will be distributed. The Board of Directors is authorised to
decide on the distribution of the Company's own shares otherwise than in
proportion to the existing pre-emptive right of the shareholders to purchase
the Company's own shares.
* The shares can be used as consideration e.g. in acquisitions or other
arrangements in the manner and to the extent decided by the Board of
Directors. The Board of Directors has also the right to decide on the
distribution of the shares in public trading for the purpose of financing
possible acquisitions.
* The authorisation includes the right for the Board of Directors to resolve
upon all other terms and conditions for the distribution of the shares held
by the Company.
* The authorisation for the Board of Directors to distribute the Company's own
shares shall be valid for three years from the authorisation of the
shareholders' meeting.
16. Closing of the meeting
B. Documents of the general meeting
The proposals for the decisions on the matters on the agenda of the general
meeting, as well as this notice, are available on Wärtsilä Corporation's website
atwww.wartsila.com/investors. The electronic annual report of Wärtsilä
Corporation, including the Company's annual accounts, the report of the Board of
Directors and the auditor's report, is available on the above-mentioned website
no later than 16 February 2012. The proposals for decisions and the other above-
mentioned documents are also available at the meeting. Copies of these documents
and of this notice will be sent to shareholders upon request. The minutes of the
meeting will be available on the above-mentioned website as of 21 March 2012 at
the latest.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders' register
Each shareholder, who is registered on 27 February 2012 in the shareholders'
register of the Company held by Euroclear Finland Ltd., has the right to
participate in the general meeting. A shareholder, whose shares are registered
on his/her personal Finnish book-entry account, is registered in the
shareholders' register of the company.
A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the general meeting, shall register for the
meeting no later than 2 March 2012 by giving a prior notice of participation
which shall be received by the company no later than on the above-mentioned
date. Such notice can be given:
a) by e-mail:yk@wartsila.com
b) on the company's websitewww.wartsila.com/agm_register
c) by telephone (09.00 am to 12 noon on weekdays) +358 10 7095 282/Anita Nenonen
d) by telefax +358 10 7095 283; or
e) by regular mail to Wärtsilä Corporation, Share Register, P.O. Box 196, FIN-
00531 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name,
date of birth, telephone number and the name of a possible assistant or proxy
representative and the personal identification number of a proxy representative.
The personal data given to Wärtsilä Corporation is used only in connection with
the general meeting and with the processing of related registrations.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
date of the general meeting, i.e. 27 February 2012, would be entitled to be
registered in the shareholders' register held by Euroclear Finland Ltd. The
right to participate in the general meeting requires, in addition, that the
shareholder on the basis of such shares has been registered into the temporary
shareholders' register held by Euroclear Finland Ltd at the latest by 2 March
2012 by 10.00 am. As regards nominee registered shares this constitutes due
registration for the general meeting.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the temporary shareholders'
register of the company, the issuing of proxy documents and registration for the
general meeting from his/her custodian bank. The account management organisation
of the custodian bank will register a holder of nominee registered shares, who
wants to participate in the general meeting, into the temporary shareholders'
register of the company at the latest by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights
at the meeting by way of proxy representation. A proxy representative shall
produce a dated proxy document, or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder at the general meeting. When a
shareholder participates in the general meeting by means of several proxy
representatives representing the shareholder with shares at different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration for the
general meeting.
Possible proxy documents should be delivered in originals to Wärtsilä
Corporation, Share Register, P.O. Box 196, FIN-00531 Helsinki, Finland before
the last date for registration.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the meeting.
As of the date of this notice, the total number of shares and votes in Wärtsilä
Corporation is 197,241,130.
Helsinki, 26 January 2012
WÄRTSILÄ CORPORATION
Board of Directors
[HUG#1580625]