Articles of Association
Registered on March 14th, 2016
Translation from official document in Finnish
ART. 1 COMPANY NAME AND DOMICILE
The name of the company is Wärtsilä Oyj Abp, in English Wärtsilä Corporation. The domicile of the company is the City of Helsinki.
ART. 2 FIELD OF BUSINESS
The company's field of business is to develop, manufacture and sell machine and electrical technology products, plants and systems, sell spare parts, and offer operating and maintenance services for seafaring and energy markets either directly or through its subsidiaries and associated companies. The company may also offer financing, design and consulting services, and run other industrial and commercial business. The company may deal in securities and engage in other investment operations.
ART. 3 SHARES
The shares of the company are incorporated in the book-entry securities system.
ART. 4 BOARD OF DIRECTORS
A Board of Directors comprising 5-10 ordinary members shall be responsible for the management of the company and the appropriate organization of its operation. The term of the members of the Board of Directors shall last from their election to the close of the first subsequent Annual General Meeting.
The Board of Directors shall elect from among its members a Chairman and Vice Chairman, who shall hold office until the close of the subsequent Annual General Meeting.
ART. 5 PRESIDENT AND CEO
The company shall have a CEO and, if necessary, a Deputy CEO, both elected by the Board of Directors.
ART. 6 RIGHT TO SIGN FOR 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 NOTICE TO THE GENERAL MEETING
Notice to the General Meeting shall be published on the Company’s website or 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 ANNUAL GENERAL MEETING
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.