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 Matti Vuoria.
The Meeting approved the financial statements and discharged the company’s officers from liability for the financial year 2004. The Meeting decided to pay a dividend of EUR 0.45 and an extra dividend of EUR 0.45 per share, i.e. a total of EUR 0.90 per share.
The firm of authorized public accountants KPMG 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. The decision of the Meeting is provided in full in the attachment.
The decisions of the meeting were not put to the vote.
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 Matti Vuoria. 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 TO THE STOCK EXCHANGE RELEASE 21.3.2005
PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING ON 21 MARCH 2005 REQUESTING AUTHORIZATION TO RESOLVE ON THE REPURCHASE AND DISPOSAL OF THE COMPANY’S OWN 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 also be purchased for other consideration than cash.
This authorization shall remain in force for one year from the resolution of the Annual General Meeting.
b) 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.
BOARD OF DIRECTORS
