An extraordinary general meeting of Wärtsilä Corporation held on 1 Decamber 2004 decided to pay an extra dividend of one euro per share on the financial year 2003 as proposed by the company’s Board of Directors. The meeting also approved a bonus issue under which one new A share will be issued for two existing A shares and one B share for two existing B shares.
Extra dividend
The meeting decided that, based on the approved balance sheet for the financial period ended 31 December 2003, an extra dividend of 1.00 euro per each Series A and Series B share be distributed.
The dividend will be paid to those shareholders listed in the shareholder register maintained by the Finnish Central Securities Depository Ltd on the record date, 7 December. The extra dividend will be paid on 14 December 2004.
Bonus issue
The meeting decided that the company’s share capital will be increased from 215,951,442 euros to 323,927,159.50 euros through a bonus share issue.
Under the bonus issue, one (1) new A share will be issued for two (2) existing A shares and one (1) new B share for two (2) existing B shares, i.e. altogether 7,859,862 new A shares of nominal value 3.50 euros per share and 22,990,343 new B shares of nominal value 3.50 euros per share.
The right to receive new shares under the bonus issue shall belong to those shareholders listed in the company’s shareholder register on the record date. The record date is 7 December 2004.
The new shares will entered directly in the book-entry account of the shareholder on or about 8 December 2004 provided that the increase in share capital is recorded in the Trade Register.
The new shares carry full dividend rights for the financial period beginning 1 January 2004. The shares will carry the other shareholder rights in the company from the date of registration of the increase in share capital.
Effect of dividend and bonus issue on option schemes:
Wärtsilä has two option schemes: 2001 and 2002. The extra dividend will reduce the share subscription prices under Wärtsilä Corporation’s 2001 and 2002 option schemes according to the terms and conditions of these schemes.
Under the terms and conditions of these schemes, should the company increase its share capital with a bonus issue before the subscription of shares, the share subscription ratio shall be amended so that the ratio to the share capital of shares to be subscribed for by virtue of the warrants remains unchanged. Accordingly, the share subscription price as determined under the terms and conditions of the option schemes will be divided by 1.5 and two (2) warrants shall entitle their holder to subscribe for three (3) Wärtsilä Corporation B shares.
The effect of the extra dividend and bonus issue on the share subscription price of the 2001 warrants will be 17.15 euros and on the share subscription price of the 2002 warrants 9.95 euros.
The effect of the extra dividend to subordinated debentures
The shares registered in 2004 based on the 1994 subordinated debentures convertible into Wärtsilä Corporation (Metra Corporation) A and B shares and B shares carry rights to receive the extra dividend.
Amendment to articles of association
The meeting decided that the provisions of article 3 of the articles of association concerning the minimum and maximum share capital be amended. The amendment is attached.
ANNEXES 3
The proposals of the Board of Directors approved by the extraordinary general meeting in full.
Wärtsilä Corporation ANNEX 1 TO STOCK EXCHANGE RELEASE 1 December 2004
PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING ON PAYMENT OF AN EXTRA DIVIDEND
The Board of Directors of Wärtsilä Corporation proposes that an extra dividend of 1.00 euro per share be paid as follows:
The Group’s retained earnings on 31 December 2003 totalled 388,114,000 euros, which included distributable funds amounting to 361,587,000 euros. The parent company’s net profit for the financial period 1 Jan. - 31 December 2003 was 28,233,588.81 euros and its retained earnings from previous financial periods 544,620,029.02 euros. The parent company’s distributable funds on 31 December 2003 totalled 572,853,617.83 euros. Following the payment of dividends during 2004, the distributable funds total 528,116,138.83 euros. There are 61,700,412 shares carrying dividend rights.
The Board of Directors proposes to the extraordinary general meeting convened to take place on 1 December 2004 that, based on the approved balance sheet for the financial period ended 31 December 2003, an extra dividend of 1.00 euro per Series A and Series B share be paid in addition to the dividend (0.75 euros per share) decided by the Annual General Meeting on 15 March 2004. Following this payment, the parent company’s unused retained earnings will total 466,415,726.83 euros.
The shares registered in 2004 based on the 1994 subordinated debentures convertible into Wärtsilä Corporation (Metra Corporation) A and B shares and B shares carry rights to receive the extra dividend.
The extra dividend will reduce the share subscription prices under Wärtsilä Corporation’s 2001 and 2002 option schemes as stipulated in the terms and conditions of these schemes.
Wärtsilä Corporation ANNEX 2 TO STOCK EXCHANGE RELEASE 1 December 2004
PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING ON A BONUS SHARE ISSUE
The Board of Directors of Wärtsilä Corporation proposes to the extraordinary general meeting convened to take place on 1 December 2004 that the company’s share capital be increased by means of a bonus issue of shares from 215,951,442 euros to 323,927,159.50 euros by transferring the sum of 107,975,717.50 euros from the share premium fund to the share capital under the following terms and conditions:
New shares
Under the bonus issue 7,859,862 new A shares of nominal value 3.50 euros per share and 22,990,343 new Series B shares of nominal value 3.50 euros per share will be issued.
Right to new shares
The right to receive the new shares to be issued in the bonus issue belongs to shareholders who are listed in the company’s shareholder register on the record date.
Record date
The record date is 7 December 2004.
Issue of new shares
Under the bonus issue, one (1) new A share will be issued for two (2) existing A shares and one (1) new B share for two (2) existing B shares. The new shares will entered directly in the book-entry account of the shareholder on or about 8 December 2004 provided that the increase in share capital is recorded in the Trade Register.
Shareholder rights
The new shares carry full dividend rights for the financial period beginning 1 January 2004. The shares will carry the other shareholder rights in the company from the date of registration of the increase in share capital.
Sale of non-divisible subscription rights
A number of subscription rights will be given to shareholders that is wholly divisible by the number of required for subscription. Wärtsilä Corporation will, in accordance with Section 16 of Chapter 3a of the Companies Act, sell in public trading the remainder of the subscription rights for the account of the shareholders and pay the shareholders the monetary consideration obtained from the sale on or about 14 December 2004.
Other matters
The Board of Directors of Wärtsilä Corporation will resolve on other matters related to the bonus issue and any measures to which these may give rise.
Wärtsilä Corporation ANNEX 3 TO STOCK EXCHANGE RELEASE 1 December 2004
PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING ON THE AMENDMENT OF ARTICLE 3 OF THE ARTICLES OF ASSOCIATION
The Board of Directors proposes that the provisions in Article 3 of the company’s Articles of Association be amended to read as follows:
“The minimum share capital of the company shall be 200,000,000 euros and the maximum share capital 800,000,000 euros within which limits the share capital may be increased or decreased without amending these articles of association.
The company's shares belong to Series A or Series B. The total amount of shares of Series A may not be higher than 100,000,000 and the total amount of shares of Series B may not be higher than 200,000,000.”
