Decisions taken by Wärtsilä's Annual General Meeting and Board of Directors
Wärtsilä Corporation, Stock exchange release, 8 March 2018 at 5:45 PM E. Europe Standard Time
Wärtsilä’s Annual General Meeting was held on 8 March 2018 at the Congress Wing of the Helsinki Fair Centre. The Meeting approved the financial statements and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2017.
The use of the profit shown on the balance sheet and the payment of dividend
The Meeting approved the Board of Directors’ proposal to pay a dividend of EUR 1.38 per share. The dividend shall be paid in two instalments. The first instalment of EUR 0.69 per share shall be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the dividend record date of 12 March 2018. The payment day proposed by the Board for this instalment is 19 March 2018. The second instalment of the dividend shall be paid in September 2018. In accordance with the approved share issue without payment (share split), the second instalment will be divided between one old and two new shares so that EUR 0.23 will be paid on each share. The second instalment of the dividend shall be paid to shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the dividend record day, which, together with the payment day, shall be decided by the Board of Directors in its meeting scheduled for 18 September 2018. The dividend record day for the second instalment as per the current rules of the Finnish book-entry system would be 20 September 2018 and the dividend payment day 27 September 2018.
Remuneration of the Board of Directors
The fees to the members of the Board of Directors were approved as follows:
- to the ordinary members EUR 70,000/year
- to the deputy chairman EUR 105,000/year
- to the chairman EUR 140,000/year
Approximately 40% of the annual Board remuneration will be paid in Wärtsilä Corporation shares, and the rest in cash. The Company will compensate the transaction costs and costs in relation of the applicable asset transfer tax arising from the share purchases.
In addition, each member will be paid EUR 750/meeting of the Board attended, the Chairman’s meeting fee being double this amount. Further, the Chairman of the Audit Committee will receive a fixed fee of EUR 20,000 and each member of the Committee a fixed fee of EUR 10,000 for the term; the Chairman of the Remuneration Committee will receive a fixed fee of EUR 10,000 and each member of the Committee a fixed fee of EUR 5,000 for the term; and the Chairman of the Nomination Committee will receive a fixed fee of EUR 8,000 and each member of the Committee a fixed fee of EUR 4,000 for the term.
Board of Directors and Auditor
The Annual General Meeting decided that the Board of Directors shall have eight members. The following were elected to the Board: Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Karin Falk, Johan Forssell, Tom Johnstone, Mikael Lilius, Risto Murto and Markus Rauramo.
It was decided to pay the auditors’ fees as invoiced and approved by the company. The audit firm PricewaterhouseCoopers Oy was elected as the auditor of the Company for the year 2018.
Share issue without payment (Share Split)
The Meeting approved the Board of Directors’ proposal to issue new shares to the shareholders without payment in proportion to their holdings so that two new shares are issued for each share (share split). A total of 394,482,260 new shares will be issued. The shares shall be issued to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the record day of the share issue of 12 March 2018. The share issue without payment shall be executed in the book-entry system and will not require any actions by the shareholders. The new shares will generate shareholder rights as of 12 March 2018 when they have been registered in the trade register. The new shares will not entitle their holders to the first instalment of the dividend to be paid in March 2018, but they will entitle to the second instalment of the dividend to be paid in September 2018.
Authorisation to repurchase and distribute the Company’s own shares
Subject to the registration of the new shares issued in the share issue without payment, the Board of Directors was authorised to resolve to repurchase a maximum of 57,000,000 of the Company’s own shares. 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 authorisation of the shareholders’ meeting.
Subject to the same conditions, the Board of Directors was authorised to resolve to distribute a maximum of 57,000,000 of the Company’s own shares. The authorisation for the Board of Directors to distribute the Company’s own shares shall be valid for three years from the authorisation of the shareholders’ meeting and it cancels the authorisation given by the General Meeting on 2 March 2017. The Board of Directors was authorised to resolve to whom and in which order the own shares will be distributed.
The Board of Directors was authorised to decide on the repurchase or distribution of the Company’s own shares otherwise than in proportion to the existing pre-emptive right of the shareholders to purchase the Company’s own shares.
The decisions were taken without voting. The minutes of the meeting will be available on www.wartsila.com/investors as of 22 March 2018 at the latest.
Decisions of the Board of Directors
Convening after the Annual General Meeting the Board of Directors elected Mikael Lilius as its chairman and Tom Johnstone as the deputy chairman. The Board decided to establish an Audit Committee, a Nomination Committee and a Remuneration Committee. The Board appointed from among its members the following members to the Committees:
Audit Committee: Chairman Markus Rauramo, Maarit Aarni-Sirviö, Risto Murto.
Nomination Committee: Chairman Mikael Lilius, Kaj-Gustaf Bergh, Johan Forssell, Risto Murto.
Remuneration Committee: Chairman Mikael Lilius, Maarit Aarni-Sirviö, Tom Johnstone