Registered on March 25th, 2010
ART. 1 NAME AND DOMICILE
The name of the company is Wärtsilä Oyj Abp, in English Wärtsilä Corporation. The company is domiciled in the City of Helsinki.
ART. 2 OBJECT OF THE COMPANY
The company shall engage, either directly or through its subsidiaries and associated companies, in the machine construction and engineering industries, as well as in activities related to energy production and distribution and in other industrial and commercial business activities, including service, financing, design and consulting activities related thereto. The company may deal in securities and engage in other investment activities.
ART. 3 THE SHARES
The shares of the company are incorporated in the book-entry securities system.
ART. 4 THE BOARD OF DIRECTORS
A Board comprising five to ten (5-10) ordinary directors shall be responsible for the management of the company and the appropriate organization 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 close of the subsequent Annual General Meeting.
ART. 5 PRESIDENT
The company shall have a President and, upon need, a President's Deputy who are appointed by the Board.
ART. 6 RIGHT TO REPRESENT THE COMPANY
The Chairman of the Board and the President, each separately, and Board members, two jointly, shall represent the company.
In addition the Board can grant procuration to specific individuals in such a way that the holders of procuration may represent the company, two jointly, or one holder of procuration together with a member of the Board.
ART. 7 AUDITOR
The company shall have one CPA-authorized auditor.
The auditor's duties shall cease at the close of the subsequent Annual General Meeting.
ART. 8 CONVOCATION
Summons to the Shareholders' General Meeting shall be published in not less than two (2) daily newspapers, which are commonly distributed in Finland, as determined by the Board. The summons shall be published not earlier than two (2) months prior to the Meeting and not later than three (3) weeks prior the Meeting or nine (9) days prior to the Record Date of the General Meeting.
Shareholders who have given prior notice of their attendance in a General Meeting in the way indicated in the convocation shall have the right to participate in the Meeting. The time period for giving such notice shall not end earlier than ten (10) days prior to the Meeting.
ART. 9 GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting shall be held in the company's place of domicile not later than the end of June on a date determined by the Board.
At the Annual General Meeting, the following shall be
1. Approval of the financial statements and the consolidated financial statements
2. Use of the profit indicated by the balance sheet
3. Discharge from liability of the President and members of the Board
4. Remuneration of Board members
5. Number of Board members
6. Remuneration of auditor
7. Election of Board members
8. Election of auditor.
9. Other issues included in the summons
ART. 10 FINANCIAL YEAR
The company's financial year shall be the calendar year.