Wärtsilä's Annual General Meeting 15 March 2004

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

Wärtsilä Corporation STOCK EXCHANGE RELEASE, 15 March 2004 at 19.30

Wärtsilä’s Annual General Meeting decided that the company’s Board of Directors would have seven members. The following were elected to the Board: Heikki Allonen, Göran J. Ehrnrooth, Risto Hautamäki, Jaakko Iloniemi, Antti Lagerroos, Bertel Langenskiöld and Paavo Pitkänen.
 
The Meeting approved the financial statements and discharged the company’s officers from liability for the financial year 2003. The Meeting decided to pay a dividend of EUR 0.75 per share.
 
The firm of authorized public accountants KPMG Wideri Oy Ab was appointed as the Company’s auditors.

The Meeting authorized the Board for one year to repurchase and dispose of the Company’s own Series A and 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. These shares may only be purchased using distributable funds. The decision of the Meeting is provided in full in the attachment.

The meeting voted on the payment of the dividend and discharging the company’s officers from liability for the financial year.

Convening after the Meeting the Board elected Antti Lagerroos as its chairman and Göran J. Ehrnrooth as the deputy chairman. The Board decided to establish an Audit Committee and a Nomination and Compensation Committee. The Board appointed Antti Lagerroos chairman of the Audit Committee and its other members Heikki Allonen, Risto Hautamäki and Paavo Pitkänen. The Board appointed Antti Lagerroos chairman of the Nomination and Compensation Committee and its other members Göran J. Ehrnrooth and Jaakko Iloniemi.


ATTACHMENT
Proposal of the Board of Directors approved by the Annual General Meeting.

Wärtsilä Corporation ATTACHMENT 1 TO STOCK EXCHANGE RELEASE 15.3.2004

PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING ON 15 MARCH 2004 TO AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE AND DISPOSAL OF THE COMPANY’S SHARES

The Board of Directors proposes to the Annual General Meeting:
a)  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)  and 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.

Helsinki, 4 February 2004
BOARD OF DIRECTORS