Decisions of Wärtsilä’s Annual General Meeting 3 March 2011

Wärtsilä Corporation
  • Stock exchange release
3 March 2011 at 7:45 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 2010. The Meeting approved the Board of Directors’ proposal to pay a dividend of EUR 1.75 per share and an extra dividend of EUR 1.00 per share, totalling EUR 2.75 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 March 8, 2011. It was decided that the dividend will be paid on March 15, 2011.

The Annual General Meeting approved the following annual fees to the members of the Board of Directors:

- To the ordinary members EUR 60,000/year
- To the deputy chairman EUR 90,000/year
- To the chairman EUR 120,000/year
In addition, each member will be paid EUR 400/meeting of the Board and its Committees attended, the chairman’s meeting fee being double this amount. Roughly 40% of the annual fee is paid in Wärtsilä shares.

Board of Directors and Auditor

The Annual General Meeting decided that the Board of Directors shall have nine members. The following were elected to the Board: Ms Maarit Aarni-Sirviö, Mr Kaj-Gustaf Bergh, Mr Alexander Ehrnrooth, Mr Paul Ehrnrooth, Mr Lars Josefsson, Mr Bertel Langenskiöld, Mr Mikael Lilius, Mr Markus Rauramo and Mr Matti Vuoria.

It was decided to pay the auditors’ fees as invoiced. The firm of public auditors KPMG Oy Ab were appointed as the company’s auditors for the year 2011.

Free share issue

The Annual General Meeting decided to approve the free share issue in accordance with the proposal of the Board of Directors. The free share issue shall be implemented by applying the pre-emptive right of the shareholders so that for each old share one new share shall be issued. Thereby a total of 98,620,565 new shares shall be issued. The free share issue will be executed in the book-entry system and will not require any actions by the shareholders. The new shares will generate shareholder rights as of 8 March 2011 when they have been registered in the trade register. The new shares will not give dividend rights for the dividend for 2010 decided upon in the annual general meeting.

The decisions were taken without voting.
The minutes of the meeting will be available on / investors as from 17 March 2011.



The parent company’s distributable funds total 901,099,082.48 euro, which includes 487,792,193.41 euro in net profit for the year. There are 98,620,565 shares with dividend rights.
The Board of Directors proposes to the Annual General Meeting that the company’s distributable earnings be disposed of in the following way:

A dividend of 1.75 euro per share be paid, making a total of 172,585,988.75 euro
An extra dividend of 1.00 euro per share be paid, making a total of 98,620,565.00 euro
That the following sum be retained in shareholders’ equity 629,892,528.73 euro
Totalling 901,099,082.48 euro

No significant changes have taken place in the company’s financial position since the end of the financial year. The company’s liquidity is good and in the opinion of the Board of Directors the proposed dividend will not put the company’s solvency at risk.