Wärtsilä corporation Annual General Meeting

Wartsila Corporation
  • Stock exchange release
10 February 2004 at 2:01 AM E. Europe Standard Time

Wärtsilä Corporation STOCK EXCHANGE ANNOUNCEMENT 10 February 2004

The shareholders of Wärtsilä Corporation are hereby invited to the Company’s Annual General Meeting on Monday, 15 March 2004, starting at 4,00 pm. The meeting will be held in the Congress Wing of the Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki.

Agenda

1  The matters stipulated in § 12 of the Articles of Association.

2  Proposal to authorize the Board of Directors to decide on the repurchase and disposal of the company´s own shares

a)  The Board proposes that the AGM authorize the Board to repurchase, using distributable funds, the company’s own Series A and Series B shares in proportion to the total number of shares in each series provided that the total nominal value of the shares so purchased, and the votes carried by these shares, shall not exceed five per cent (5%) of the company’s total share capital and voting rights.

The shares may be purchased only in public trading at the prevailing price and otherwise than in proportion to the shareholders’ holdings.

The purchased shares may be used as consideration in future mergers and acquisitions or industrial reorganizations or for the development of the capital structure of the company or as part of its management incentive system. The shares may be purchased or disposed of for other consideration than cash.

This authorization shall remain in force for one year from the resolution of the Annual General Meeting. Should it grant this authorization, the AGM at the same time revokes the Board’s previous corresponding authorization.

b)  The Board proposes that the AGM authorizes the Board to dispose of the shares purchased in the manner described above provided that the total nominal value of the shares so disposed of, and the votes carried by these shares, shall not exceed five per cent (5%) of the company’s total share capital and voting rights.

The Board shall be authorized to determine to whom and in what order the company’s own shares shall be disposed of. The Board may decide on the disposal of the shares otherwise than in proportion to shareholders’ pre-emptive subscription rights. The Board shall decide on the disposal price of the shares and on the other terms related to their disposal, and the shares may be disposed of for other consideration than cash. The authorization includes the right to set the principles used to determine the disposal price. The shares may be disposed of as consideration in future mergers
 
and acquisitions or industrial reorganizations or for the development of the capital structure of the company or as part of its management incentive system.

This authorization shall remain in force for one year from the resolution of the Annual General Meeting. Should it grant this authorization, the AGM at the same time revokes the Board’s previous corresponding authorization.

Financial statements, Proposals of the Board and Annual Report

The documents concerning the financial statements and the proposals of the Board of Directors for the decisions mentioned in item 2 above will be available for inspection by shareholders for one week before the meeting at the Company’s head office. The Annual Report for the financial period 2003 is available as of 3 March 2004 from the Company’s head office, John Stenbergin ranta 2, FIN-00530 Helsinki.

The Annual Report and copies of the documents and proposals mentioned above will be mailed to shareholders on request.

Board of Directors and Auditors

Shareholders representing over 40% of all the Wärtsilä Corporation votes will propose that the Board of Directors should have seven members and the following be elected to the Board: Mr Heikki Allonen, Mr Göran J. Ehrnrooth, Mr Risto Hautamäki, Mr. Jaakko Iloniemi, Mr. Antti Lagerroos, Mr. Bertel Langenskiöld and Mr. Paavo Pitkänen. All have given their consent to be elected.

The aforementioned shareholders also propose that the firm of authorised public auditors KHT-yhteisö KPMG Wideri Oy Ab be appointed as the company’s auditors. The company has consented to being appointed to this task.

Right to attend

Shareholders who have been registered no later than 5 March 2004 in the Company’s list of shareholders maintained by the Finnish Central Securities Depository Ltd have the right to attend the Annual General Meeting.

Notification of attendance

Shareholders wishing to attend the Annual General Meeting are required to inform the Company thereof not later than 4.00 pm on 11 March 2004 either in writing to Wärtsilä Corporation, Share Register, P.O.Box 196, FIN-00531 Helsinki, by e-mail yk@wartsila.com, by fax +358 10 7095283 or by telephone (10.00-14.00 on weekdays) + 358 10 7095282. E-mails, letters and faxes informing of the participation at the General Meeting must reach the Company before the notification period expires at 4.00 pm on Thursday 11 March 2004. Letters authorizing a proxy to exercise a

shareholder’s voting right at the Annual General Meeting should reach the Company before the notification period expires.

Dividend payment

The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 0,75, be paid on the 2003 financial period. The dividend will be paid to shareholders who are registered in the list of shareholders maintained by Finnish Central Securities Depository Ltd on the record date, which is 18 March 2004. The dividend payment date proposed by the Board is 28 March 2004.

Helsinki, 4 February 2004

BOARD OF DIRECTORS

Wärtsilä Corporation

Eeva Kainulainen  
Vice President, Corporate Communications  

Christian Andersson Group Vice President, External Relations