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 1,75 per share be paid on the 2009 financial period. The dividends 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 9 March 2010. The payment date proposed by the Board for the dividends is 16 March 2010.
Resolution on the discharge of the members of the Board of Directors and the CEO from liability
Amendment of the Articles of Association
It is proposed that the Articles of Association be changed so that the latest time to publish the notice to the general meeting will be three weeks, yet by latest nine (9) days before the record date of the general meeting. The change is due to a change in the Finnish Limited Liability Companies Act.
- It is proposed, that the maximum number of members of the Board of Directors is raised so that the Board of Directors consists of 5-10 members.
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 2010 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/meeting attended, the chairman’s meeting fee being double this amount. 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.
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.
Election 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 from the current members of the Board of Directors M.Sc. (Techn), MBA Maarit Aarni-Sirviö, managing director Kaj-Gustaf Bergh, LL lic. Antti Lagerroos, managing director Bertel Langenskiöld and managing director Matti Vuoria be elected as members of the Board. As new members of the Board of Directors are proposed M.Sc. (Econ) Paul Ehrnrooth, M.Sc. (Econ), MBA Alexander Ehrnrooth, CEO & President Ole Johansson and B.Sc. (Econ) Mikael Lilius. All these 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 Antti Lagerroos as Chairman and managing director Matti Vuoria as Deputy Chairman of the Board.
Resolution on the remuneration of the auditor
It is proposed that the auditor be reimbursed according to the auditor’s invoice.
Election of auditor
It is proposed that the firm of public auditors KPMG Oy Ab be re-elected as the auditor of the Company.
Donations to the universities
It is proposed that the Board be authorised to resolve on donations of EUR 1.500.000 at the maximum to be made to universities during 2010. The primary recipient of the donations would be Aalto University. The other Finnish companies under Wärtsilä Corporation are for their part considering donations to Universities. The total sum of donations by Wärtsilä Corporation in 2010 to Aalto University and other Universities is EUR 1.500.000.
