Decisions of Wärtsilä's Annual General Meeting 3 March 2016

Wärtsilä Corporation, Stock exchange release, 3 March 2016 at 4:50 PM E. Europe Standard Time

Wärtsilä’s Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2015. The Meeting approved the Board of Directors’ proposal to pay a dividend of EUR 1.20 per share. The dividend will be paid to shareholders who are recorded in the company’s shareholder register maintained by Euroclear Finland Ltd. The record date is 7 March 2016. The dividend will be paid on 14 March 2016.

The fees to the members of the Board of Directors were approved as follows:
- to the ordinary members EUR 66,000/year
- to the deputy chairman EUR 99,000/year
- to the chairman EUR 132,000/year

In addition, each member will be paid EUR 600/meeting of the Board attended, the chairman’s meeting fee being double this amount. Each member of the Nomination Committee and the Remuneration Committee will be paid EUR 700/committee meeting attended and each member of the Audit Committee will be paid EUR 1,200/committee meeting attended, the chairmen’s meeting fees being double these amounts. Roughly 40% of the annual fee is paid in Wärtsilä shares, and the rest in cash.

Board of Directors and Auditor

The Annual General Meeting decided that the Board of Directors shall have eight members. The following were elected to the Board: Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Sune Carlsson, Tom Johnstone, Mikael Lilius, Risto Murto, Gunilla Nordström and Markus Rauramo.

It was decided to pay the auditors’ fees as invoiced and approved by the company. The firm of public auditors KPMG Oy Ab was appointed as the company’s auditor for the year 2016.

Authorisation to repurchase and distribute the Company’s own shares

The Board of Directors was authorised to resolve to repurchase a maximum of 19,000,000 of the Company’s own shares. 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.

The Board of Directors was authorised to resolve to distribute a maximum of 19,000,000 of the Company’s own shares. 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 and it cancels the authorisation given by the General Meeting on 5 March 2015. 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.

Changes to the Articles of Association

The Annual General Meeting decided upon updating Article 2 of the Articles to read as follows:

“The company shall develop, manufacture and sell mechanical and electrical products, plants and systems, sell spare parts and provide operation and maintenance services in the marine and energy markets either directly or through its subsidiaries and associated companies. The company can also provide financing, design and consulting services as well as engage in other industrial and commercial activities. The company may deal in securities and engage in other investment activities.”

It was decided to change Article 8 of the Articles so that the notice to the general meeting can be given by publishing it on the Company’s website or in not less than two (2) daily newspapers, which are commonly distributed in Finland, as determined by the Board.

Donations to universities

The Board of Directors was authorised to resolve on donations of EUR 1,300,000 at the maximum to be made to universities during 2016 and 2017. The most significant recipient of the donations would be Aalto University.

The decisions were taken without voting.

The minutes of the meeting will be available on www.wartsila.com/investors as of 17 March 2016 at the latest.

Wärtsilä Corporation

© 2016 Wärtsilä