Notice is given to the shareholders of Wärtsilä Corporation to the annual general meeting to be held on Thursday 4 March 2010 at 4.00 pm at the Congress Wing of the Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 2.30 pm.
A. Matters on the agenda of the general meeting
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2009
- Review by the CEO
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The Board of Directors proposes to the general meeting that a dividend of EUR 1,75 per share be paid on the 2009 financial period. The dividends will be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the record date which is 9 March 2010. The payment date proposed by the Board for the dividends is 16 March 2010.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Amendment of the Articles of Association
It is proposed that the Articles of Association be changed so that the latest time to publish the notice to the general meeting will be three weeks, yet by latest nine (9) days before the record date of the general meeting. The change is due to a change in the Finnish Limited Liability Companies Act.
- It is proposed, that the maximum number of members of the Board of Directors is raised so that the Board of Directors consists of 5-10 members.
11. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board proposes that the annual remuneration payable to the members of the Board in 2010 be as follows: for the Chairman EUR 120.000, for the Deputy Chairman EUR 90.000 and for the ordinary members EUR 60.000. In addition, the Nomination Committee of the Board proposes that each member will be paid EUR 400/meeting attended, the chairman’s meeting fee being double this amount. Approximately 40% of the annual fee is proposed to be paid in Wärtsilä shares, and the rest in cash. The tax deduction for the entire annual fee will be made from the cash amount. The attendance fees will be paid in cash. Possible travel expenses will be reimbursed according to the travel policy of the Company.
12. Resolution on the number of members of the Board of Directors
Shareholders representing over 20 percent of the shares and votes of the Company have informed that they are going to propose to the General Meeting that the number of the Board members be 9.
13. Election of members of the Board of Directors
Shareholders representing over 20 percent of the shares and votes of the Company have informed that they are going to propose to the General Meeting that from the current members of the Board of Directors M.Sc. (Techn), MBA Maarit Aarni-Sirviö, managing director Kaj-Gustaf Bergh, LL lic. Antti Lagerroos, managing director Bertel Langenskiöld and managing director Matti Vuoria be elected as members of the Board. As new members of the Board of Directors are proposed M.Sc. (Econ) Paul Ehrnrooth, M.Sc. (Econ), MBA Alexander Ehrnrooth, CEO & President Ole Johansson and B.Sc. (Econ) Mikael Lilius. All these persons have given their consent to the position. Also, the above-mentioned persons have brought to the attention of the Company that if they become selected, they will select Antti Lagerroos as Chairman and managing director Matti Vuoria as Deputy Chairman of the Board.
14. Resolution on the remuneration of the auditor
It is proposed that the auditor be reimbursed according to the auditor’s invoice.
15. Election of auditor
It is proposed that the firm of public auditors KPMG Oy Ab be re-elected as the auditor of the Company.
16. Donations to the universities
It is proposed that the Board be authorised to resolve on donations of EUR 1.500.000 at the maximum to be made to universities during 2010. The primary recipient of the donations would be Aalto University. The other Finnish companies under Wärtsilä Corporation are for their part considering donations to Universities. The total sum of donations by Wärtsilä Corporation in 2010 to Aalto University and other Universities is EUR 1.500.000.
17. Closing of the meeting
B. Documents of the General Meeting
The proposals relating to the agenda of the general meeting as well as this notice are available on Wärtsilä Corporation’s website at www.wartsila.com/investors. The electronic annual report of Wärtsilä Corporation, including the Company’s annual accounts, the report of the Board of Directors and the auditor’s report, is available on the above-mentioned website no later than 12 February 2010. The proposals of the board of directors and the annual accounts are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above mentioned website as from 18 March 2010.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 22 February 2010 in the shareholders’ register of the Company held by Euroclear Finland Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders’ register of the company. A shareholder, who wants to participate in the general meeting, shall register for the meeting no later than 1 March 2010 by giving a prior notice of participation. Such notice can be given:
a) by e-mail: yk@wartsila.com
b) on the company’s website www.wartsila.com/agm_register
c) by telephone (09.00 am to 12 noon on weekdays) +358 10 7095 282/Birgitta Rahola;
c) by telefax +358 10 7095 283; or
d) by regular mail to Wärtsilä Corporation, Share Register, P.O. Box 196, FIN-00531 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name, date of birth, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Wärtsilä Corporation is used only in connection with the general meeting and with the processing of related registrations.
2. Proxy representative and powers of attorney
A shareholder may participate in the General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the General Meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Possible proxy documents should be delivered in originals to Wärtsilä Corporation, Share Register, P.O. Box 196, FIN-00531 Helsinki, Finland before the last date for registration.
3. Holders of nominee registered shares
A holder of nominee registered shares may participate in the general meeting with those shares under which the holder would be entitled to be registered in the company’s shareholder register held by Euroclear Finland Ltd on the record date of the meeting, 22 February 2010. Additionally, participation requires that the holder of the nominee registered shares is temporarily registered in the shareholder register held by Euroclear Finland Ltd no later than 1 March 2010 by 10.00 am. Temporary registration in the shareholders’ register shall be deemed to be a registration for the general meeting under the registered shares.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the shareholders’ register of the company, the issuing of proxy documents and registration for the general meting from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee registered shares, who wants to participate in the general meeting, to be temporarily entered into the shareholders’ register of the company at the latest on 1 March 2010 by 10.00 am.
4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting.
As of the date of this notice, the total number of shares and votes in Wärtsilä Corporation is 98,620,565.
Helsinki, 4 February 2010
WÄRTSILÄ CORPORATION
BOARD OF DIRECTORS
ATTACHMENTS
1. PROPOSAL OF THE BOARD: RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE
BALANCE SHEET AND THE PAYMENT OF DIVIDEND
2. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH 2010 TO AMEND ART 4 AND 8THE ARTICLES OF ASSOCIATION
3. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH 2010 FOR DONATIONS TO UNIVERSITIES
1. PROPOSAL OF THE BOARD: RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE
BALANCE SHEET AND THE PAYMENT OF DIVIDEND
The parent company’s distributable funds total 585,892,877.82 euros, which includes 319,816,166.25 euros in net profit for the year. There are 98,620,565 shares with dividend rights.
The Board of Directors proposes to the Annual General Meeting that the company’s distributable earnings be disposed of in the following way:
EUR
A dividend of 1.75 euros per share be paid, making a total of 172,585,988.75 euros
That the following sum be retained in shareholders’ equity 413,306,889.07 euros
Totalling 585,892,877.82 euros
No significant changes have taken place in the company’s financial position since the end of the financial year. The company’s liquidity is good and in the opinion of the Board of Directors the proposed dividend will not put the company’s solvency at risk.
2. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH 2010 TO AMEND ART 4 AND 8THE ARTICLES OF ASSOCIATION
ART. 4 THE BOARD OF DIRECTORS
A Board comprising five to eight (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. 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.
Current Articles of Association, ART 4 and 8
ART. 4 THE BOARD OF DIRECTORS
A Board comprising five to eight (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. 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 seventeen (17) days prior to the 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.
3. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH 2010 FOR DONATIONS TO UNIVERSITIES
It is proposed that the Board be authorised to resolve on donations of EUR 1.500.000 at the maximum to be made to universities during 2010. The primary recipient of the donations would be Aalto University. The other Finnish companies under Wärtsilä Corporation are for their part considering donations to Universities. The total sum of donations by Wärtsilä Corporation in 2010 to Aalto University and other Universities is EUR 1.500.000.
