Notice to convene the annual general meeting of Wärtsilä Corporation

Wärtsilä Corporation
  • Stock exchange release
28 January 2011 at 10:50 AM E. Europe Standard Time

Notice is given to the shareholders of Wärtsilä Corporation to the annual general meeting to be held on Thursday 3 March 2011 at 4.00 pm at the Congress Wing of the Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.30 pm.

A. Matters on the agenda of the general meeting

At the general meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2010
- Review by the CEO

7. Adoption of the annual accounts

8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the general meeting that a dividend of EUR 1.75 per share and an extra dividend of EUR 1.00 per share, totalling EUR 2.75 per share, be paid for the financial year 2010. The dividends will be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the record date which is 8 March 2011. The payment date proposed by the Board for the dividends is 15 March 2011.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board proposes that the annual remuneration payable to the members of the Board in 2011 be as follows: for the Chairman EUR 120.000, for the Deputy Chairman EUR 90.000 and for the ordinary members EUR 60.000. In addition, the Nomination Committee of the Board proposes that each member will be paid EUR 400/meeting of the Board and its Committees attended, the chairman’s meeting fee being double this amount. Approximately 40% of the annual fee is proposed to be paid in Wärtsilä shares, and the rest in cash. The tax deduction for the entire annual fee will be made from the cash amount. The attendance fees will be paid in cash. Possible travel expenses will be reimbursed according to the travel policy of the Company.

11. Resolution on the number of members of the Board of Directors
Shareholders representing over 20 percent of the shares and votes of the Company have informed that they are going to propose to the general meeting that the number of the Board members be 9.

12. Election of members of the Board of Directors
- Ole Johansson and Antti Lagerroos have informed that they are not available as member of the Board when the general meeting elects the members of the Board.
- In the election Shareholders representing over 20 percent of the shares and votes of the Company have informed that they are going to propose to the general meeting that from the current members of the Board of Directors M.Sc. (Techn), MBA Maarit Aarni-Sirviö, managing director Kaj-Gustaf Bergh, M.Sc. (Econ), MBA Alexander Ehrnrooth, M.Sc. (Econ) Paul Ehrnrooth, managing director Bertel Langenskiöld, B.Sc. (Econ) Mikael Lilius and managing director Matti Vuoria be elected as members of the Board. As new members of the Board of Directors are proposed President (Sandvik Mining & Construction) Lars Josefsson and CFO of Stora Enso Markus Rauramo. The above-mentioned persons have given their consent to the position. Also, the above-mentioned persons have brought to the attention of the Company that if they become selected, they will select Mikael Lilius as Chairman and Matti Vuoria as Deputy Chairman of the Board.

13. Resolution on the remuneration of the auditor
It is proposed that the auditor be reimbursed according to the auditor’s invoice.

14. Election of auditor
It is proposed that the firm of public auditors KPMG Oy Ab be re-elected as the auditor of the Company for the year 2011.

15. Free share issue (“share split”)
It is proposed that the company would give a free share issue, applying the pre-emptive right of the shareholders, so that for each old share one new share would be issued. Thereby a total of 98,620,565 new shares would be issued. The free share issue would be executed in the book-entry system and would not require any actions by the shareholders. The new shares would generate shareholder rights as of 25 March 2011 when they would have been registered in the trade register. The new shares would not give dividend rights for the dividend for 2010 decided upon in the annual general meeting.

16. Closing of the meeting

B. Documents of the general meeting

The proposals for the decisions on the matters on the agenda of the general meeting, as well as this notice, are available on Wärtsilä Corporation’s website at www.wartsila.com/investors. The electronic annual report of Wärtsilä Corporation, including the Company’s annual accounts, the report of the Board of Directors and the auditor’s report, is available on the above-mentioned website no later than 10 February 2011. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as of 17 March 2011 at the latest.

C. Instructions for the participants in the general meeting

1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 21 February 2011 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company.
A shareholder, who is registered in the shareholders’ register of the company and who wants to participate in the general meeting, shall register for the meeting no later than 28 February 2011 by giving a prior notice of participation which shall be received by the company no later than on the above-mentioned date. Such notice can be given:
a) by e-mail: yk@wartsila.com
b) on the company’s website www.wartsila.com/agm_register
c) by telephone (09.00 am to 12 noon on weekdays) +358 10 7095 282/Birgitta Rahola
d) by telefax +358 10 7095 283; or
e) by regular mail to Wärtsilä Corporation, Share Register, P.O. Box 196, FIN-00531 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, date of birth, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Wärtsilä Corporation is used only in connection with the general meeting and with the processing of related registrations.

2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. 21 February 2011, would be entitled to be registered in the shareholders’ register held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 28 February 2011 by 10.00 am. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the general meeting, into the temporary shareholders’ register of the company at the latest by the time stated above.

3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document, or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Possible proxy documents should be delivered in originals to Wärtsilä Corporation, Share Register, P.O. Box 196, FIN-00531 Helsinki, Finland before the last date for registration.

4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
As of the date of this notice, the total number of shares and votes in Wärtsilä Corporation is 98,620,565.

Helsinki, 28 January 2011
WÄRTSILÄ CORPORATION

ENCLOSURES

1.PROPOSAL OF THE BOARD

Proposal of the board

The parent company’s distributable funds total 901,099,082.48 euro, which includes 487,792,193.41 euro 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:

A dividend of 1.75 euro per share be paid, making a total of 172,585,988.75 euro
An extra dividend of 1.00 euro per share be paid, making a total of 98,620,565.00 euro
That the following sum be retained in shareholders’ equity 629,892,528.73 euro
Totalling 901,099,082.48 euro

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.