Decisions of Wärtsilä’s Annual General Meeting 4 March 2010

Wartsila Corporation
  • Stock exchange release
4 March 2010 at 5:50 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 2009. The Meeting approved the Board of Directors’ proposal to pay a dividend of EUR 1.75 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 9, 2010. The dividend will be paid on March 16, 2010.

The Annual General Meeting decided to change the eight article of the Articles of Association 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.
The Annual General Meeting decided to change the fourth article of the Articles of Association so that the maximum number of members of the Board of Directors was increased to ten and that the Board of Directors consists of 5-10 members.

The Annual General Meeting approved the following 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 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 Ole Johansson, Mr Antti Lagerroos, Mr Bertel Langenskiöld, Mr Mikael Lilius and Mr Matti Vuoria. The annual fee of the Board members will not be paid to Mr Ole Johansson since he is employed by the company.

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.

The Annual General Meeting authorised the Board 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.

The decisions were taken without voting.

The minutes of the meeting will be available on www.wartsila.com/investors as from 18 March 2010.

ENCLOSURES
PROPOSAL OF THE BOARD:  RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE
BALANCE SHEET AND THE PAYMENT OF DIVIDEND

The parent company’s distributable funds total 585,892,877.82 euros, which includes 319,816,166.25 euros 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:

 

 EUR   
 A dividend of 1.75 euros per share be paid, making a total of   172,585,988.75 euros
 That the following sum be retained in shareholders’ equity   413,306,889.07 euros
 Totalling   585,892,877.82 euros

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.

 

PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH 2010 TO AMEND ART 4 AND 8THE ARTICLES OF ASSOCIATION

ART. 4 THE BOARD OF DIRECTORS
A Board comprising five to ten (5-10) ordinary directors shall be responsible for the management of the company and the appropriate organization of its operation. The term of the Board member shall continue from their election until the closing of the subsequent first Annual General Meeting.

The Board shall elect from among its members a Chairman and a Deputy Chairman, who shall hold office until the close of the subsequent Annual General Meeting.

ART. 8 CONVOCATION
Summons to the Shareholders' General Meeting shall be published in not less than two (2) daily newspapers, which are commonly distributed in Finland, as determined by the Board. The summons shall be published not earlier than two (2) months prior to the Meeting and not later than three (3) weeks prior the Meeting or nine (9) days prior to the Record Date of the General Meeting.

Shareholders who have given prior notice of their attendance in a General Meeting in the way indicated in the convocation shall have the right to participate in the Meeting. The time period for giving such notice shall not end earlier than ten (10) days prior to the Meeting.

Current Articles of Association, ART 4 and 8

ART. 4 THE BOARD OF DIRECTORS
A Board comprising five to eight (5-8) ordinary directors shall be responsible for the management of the company and the appropriate organization of its operation. The term of the Board member shall continue from their election until the closing of the subsequent first Annual General Meeting.

The Board shall elect from among its members a Chairman and a Deputy Chairman, who shall hold office until the close of the subsequent Annual General Meeting.

ART. 8 CONVOCATION
Summons to the Shareholders' General Meeting shall be published in not less than two (2) daily newspapers, which are commonly distributed in Finland, as determined by the Board. The summons shall be published not earlier than two (2) months prior to the Meeting and not later than seventeen (17) days prior to the Meeting.

Shareholders who have given prior notice of their attendance in a General Meeting in the way indicated in the convocation shall have the right to participate in the Meeting. The time period for giving such notice shall not end earlier than ten (10) days prior to the Meeting.

PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH 2010 FOR DONATIONS TO 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.

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