Wärtsilä Corporation STOCK EXCHANGE RELEASE 4.9.2002 at 12.00
Wärtsilä Corporation’s Board of Directors decided at its meeting today to convene an Extraordinary General Meeting of Wärtsilä shareholders on 25 September 2002 to increase the number of Board members from six to eight. Shareholders representing over 30 percent of all the voting rights have informed the Board of Directors that they will propose to the EGM that Mr Antti Lagerroos and Mr Bertel Langenskiöld be elected as the two new members of the Board.
Mr Lagerroos is President and CEO of Finnlines Plc, one of the largest European shipping companies specializing in liner cargo services.
Mr Bertel Langenskiöld is President and CEO of Fiskars Corporation. During a long career in the mechanical engineering industry Mr Langenskiöld has held senior management positions in a number of companies before joining Fiskars, including most recently President and CEO of Kvaerner Pulping Oy, a leading manufacturer of power and recovery boilers.
Wärtsilä’s Board of Directors currently comprises Mr Robert G. Ehrnrooth, chairman, Mr Vesa Vainio, deputy chairman, Mr Georg Ehrnrooth, Mr Göran J. Ehrnrooth, Mr Jaakko Iloniemi an Mr Paavo Pitkänen.
The Board of Directors will also propose to the EGM that the company’s Articles of Association be amended so that each Board Member’s term of office shall last for one year from their election to the close of the first subsequent Annual General Meeting.
For further information, please call Mr Ole Johansson, President & CEO, tel. +358 10 7095 601
Wärtsilä Corporation ATTACHMENT 1
TO THE STOCK EXCHANGE RELEASE
4.9.2002
EXTRAORDINARY GENERAL MEETING OF WÄRTSILÄ CORPORATION
Wärtsilä Corporation’s shareholders are invited to an Extraordinary General Meeting commencing at 4.00 pm on Wednesday, 25 September 2002 in the Helsinki Room of Finlandia House, Mannerheimintie 3e, 00100 Helsinki.
The agenda of the Meeting will be as follows:
1. Confirmation of the number of members of the Board of Directors
2. Election of the members of the Board of Directors
3. Board of Directors’ proposal to amend Art. 5 of the Articles of
Association
The Board of Directors proposes that Art. 5 of the Articles of Association concerning the term of office of members of the Board of Directors be amended so that the term of the Board member shall continue from their election until the closing of the subsequent first Annual General Meeting
Right to attend the EGM
Shareholders who have registered themselves no later than 15 September 2002 in the Company’s shareholder register maintained by the Finnish Central Securities Depository Ltd may attend the EGM.
Registration to attend
Shareholders wishing to attend the EGM are kindly asked to notify the Company by 4.00 pm (Eastern European Time) on 20 September 2002 either in writing to Wärtsilä Corporation, Shareholders Register, P.O. Box 196, FIN-00531 Helsinki, by e-mail to birgitta.rahola@wartsila.com, by telefax on +358-10-7095283, or by telephone (weekdays 10.00 am – 2.00 pm EET) to Ms Birgitta Rahola on +358-10 7095282. Notification of attendance by e-mail, letter or telefax must reach the Company no later than the end of the notification period, 4.00 pm (EET) on 20 September 2002. Letters authorizing a proxy to exercise a shareholder’s voting right at the EGM should reach the Company before the notification period expires.
Composition of the Board of Directors
The shareholders representing more than 30 % of the total number of votes in the company have notified the Board of Directors that they will propose to the EGM that the number of members of the Board of Directors be confirmed as eight (8) and that Mr. Antti Lagerroos and Mr. Bertel Langenskiöld be elected to the Board as new members.
Helsinki, 4 September 2002
BOARD OF DIRECTORS
Wärtsilä Corporation ATTACHMENT 2
TO THE STOCK EXCHANGE RELEASE
4.9.2002
PROPOSAL OF THE BOARD OF DIRECTORS TO THE EXTRAORDINARY SHAREHOLDERS MEETING ON SEPTEMBER 25, 2002 TO CHANGE THE ARTICLES OF ASSOCIATION
The Board of Directors propose the art.5 of the Articles of Association to be changed to read as follows:
Art.5 THE BOARD OF DIRECTORS
’A Board comprising 5-8 ordinary directors shall be responsible for the management of the company and appropriate organisation 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 closing of the subsequent Annual General Meeting.’
Helsinki, September 4, 2002
BOARD OF DIRECTORS
