Decisions taken by Wärtsilä's Annual General Meeting and Board of Directors

Decisions taken by Wärtsilä's Annual General Meeting and Board of Directors

Wärtsilä’s Annual General Meeting was held on 12 March 2026 at Messukeskus, Helsinki. The Meeting approved the financial statements for the year 2025, reviewed the Remuneration Report 2025 for Governing Bodies and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2025.

The use of the profit shown on the balance sheet and the payment of dividend

The Meeting approved the Board of Directors’ proposal that a base dividend of EUR 0.54 per share plus an extraordinary dividend of EUR 0.52 per share, totalling EUR 1.06 per share, shall be paid for the financial year 2025. The dividend shall be paid in two instalments.

The first instalment of the base dividend of EUR 0.27 per share plus an extraordinary dividend of EUR 0.52 per share, totalling EUR 0.79 per share, shall be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Oy on the dividend record day of 16 March 2026. The payment day for this instalment is 23 March 2026.

The second instalment of EUR 0.27 per share shall be paid in September 2026. The dividend record date of the second instalment shall be 16 September 2026, and the second instalment of the dividend shall be paid to shareholders who are registered in the list of shareholders maintained by Euroclear Finland Oy on such day. The second instalment is paid on 23 September 2026.

In accordance with the Company’s dividend policy, the Company aims to pay a dividend of at least 50% of earnings. The amount of the base dividend of EUR 0.54 per share is the basis for future dividend distributions in accordance with the policy.

Remuneration of the Board of Directors

The fees to the members of the Board of Directors were approved to be as follows:

• The annual remuneration payable to the members of the Board for the term shall be at EUR 212,000 (previously 200,000) for the Chair, EUR 112,000 (105,000) for the Deputy Chair and EUR 85,000 (80,000) for the ordinary members.
• In addition, the meeting fees for the Board meetings shall be paid as follows: The Chair shall be paid EUR 1,500 (1,500) per Board meeting attended and the other Board members shall be paid EUR 1,000 (1,000) per Board meeting attended. These meeting fees are applied to the Board meetings in Finland for the members resident in the Nordic countries, to all Board meetings held outside of Finland and to all Board meetings held as teleconference or per capsulam.
• In the case a board member is domiciled in a European country other than the Nordic countries, a meeting fee of EUR 2,000 (2,000) per Board meeting attended in Finland shall be paid. In the case a board member is domiciled in a country outside Europe, a meeting fee of EUR 3,000 (3,000) per Board meeting attended in Finland shall be paid.
• Additionally, the Chair of the Audit Committee shall receive a fixed fee of EUR 30,000 (28,000) and each member of the Committee a fixed fee of EUR 16,000 (15,000) for the term and the Chair of the People Committee a fixed fee of EUR 24,000 (22,000) and each member of the Committee a fixed fee of EUR 12,000 (11,000) for the term.
• Approximately 40% of the annual Board remuneration shall be paid in Wärtsilä shares, and the rest in cash. The Company will compensate the transaction costs and costs related to the applicable asset transfer tax arising from the share purchases. The tax deduction for the entire annual fee will be made from the cash amount. The meeting attendance fees and fixed fees for the Committee work shall be paid in cash. Possible travel expenses will be reimbursed according to the travel policy of the Company.

For the remuneration to be paid in Wärtsilä shares, the purchase orders for the shares will be made between the 5th and 10th business day from the release of the Company’s first interim report for 2026.

Board of Directors, Auditor and Sustainability Auditor

The Annual General Meeting decided that the Board of Directors shall have eight members. The following were elected to the Board: Karen Bomba, Henrik Ehrnrooth, Morten H. Engelstoft, Johan Forssell, Tom Johnstone, Heather Rivard, Tiina Tuomela, and Mika Vehviläinen.

The audit firm PricewaterhouseCoopers Oy was elected as the auditor of the Company for the term ending at the end of the year 2027 Annual General Meeting.

The audit firm PricewaterhouseCoopers Oy was also elected as the auditor of the Company for the term starting at the end of the year 2027 Annual General Meeting and ending at the end of the year 2028 Annual General Meeting upon the firm having conducted an audit firm selection procedure in accordance with the EU Audit Regulation (537/2014).

The auditor’s remuneration will be paid against the invoices approved by the Company for the above terms of office.

The audit firm PricewaterhouseCoopers Oy was also elected as the sustainability auditor for the years 2026 and 2027. The sustainability auditor’s remuneration will be paid against the invoices approved by the Company for the years 2026 and 2027.

Authorisation to repurchase the Company’s own shares

The Board of Directors was authorised to resolve to repurchase a maximum of 57,000,000 shares in the Company. Shares may be repurchased also otherwise than in proportion to the shareholders’ holding in the Company. The authorisation to repurchase the Company’s own shares shall be valid until the close of the next Annual General Meeting, however no longer than for 18 months from the decision by the Annual General Meeting.

Authorisation to issue shares

The Board of Directors was authorised to resolve to issue a maximum of 57,000,000 shares in the Company. The shares can be issued for consideration or without consideration. They can also be issued in deviation from the shareholders’ pre-emptive rights by way of a directed issue if there is a weighty financial reason for the Company to do so. A directed issue may be decided upon to develop the capital structure of the Company or to finance or carry out acquisitions or other arrangements. Additionally, the authorisation can also be used as part of the Company’s incentive schemes for up to 10,000,000 shares, which represents 1.69% of all the shares in the Company. The authorisation for the Board of Directors to issue shares shall be valid for 18 months from the decision by the Annual General Meeting. However, the authorisation regarding incentive schemes shall be valid for five years from the decision. This authorisation revokes the authorisation given by the Annual General Meeting on 13 March 2025.

The minutes of the meeting will be available on the Company’s website at www.wartsila.com/agm as of 26 March 2026 at the latest.

Decisions of the Board of Directors

Convening after the Annual General Meeting, the Board of Directors elected Tom Johnstone as its Chair and Mika Vehviläinen as the Deputy Chair. The Board decided to establish an Audit Committee and a People Committee. The Board appointed from among its members the following members to the committees:

Audit Committee: Chair Tiina Tuomela, Karen Bomba, Morten H. Engelstoft

People Committee: Chair Tom Johnstone, Mika Vehviläinen, Henrik Ehrnrooth

Wärtsilä Corporation