Wärtsilä's Annual General Meeting decided that the Board would have six members. Mr Göran J. Ehrnrooth, Mr Risto Hautamäki, Mr Jaakko Iloniemi, Mr Antti Lagerroos, Mr Bertel Langenskiöld and Mr Paavo Pitkänen were elected Board members. The Board of Directors reconvened after the AGM. Antti Lagerroos was elected Chairman of the Board, and Göran J. Ehrnrooth was elected Deputy Chairman.
The AGM approved the financial statements and discharged the members of the Board of Directors and the President and CEO from liability for 2002. The AGM approved the proposal of the Board of Directors that in addition to a dividend of EUR 0.25 per share (0.50) the Company will pay an extra dividend of EUR 1.50 per share (3.50), totalling 1.75 euro/share (4.00).
The firm of authorized public accountants KPMG Wideri Oy Ab was elected as the company’s auditors.
Other issues
With respect to the extra dividend the AGM decided that the conversion ratio of the 1994 convertible subordinated debentures and the subscription price of the Wärtsilä shares subscribable under the warrants attached to the 1996 bond with warrants be changed corresponding to the amount of the extra dividend.
The AGM decided to authorize the Board for one year to repurchase the company’s own shares in public trading on the Helsinki Exchanges at the prevailing price, and other than in proportion to the holdings of the shareholders. At most 5% of all the shares and votes may be repurchased. This authorization also includes the right to dispose of the company’s shares repurchased in this manner at a price at least equal to the share price prevailing on the Helsinki Exchanges at the time of surrender, disapplying shareholders’ pre-emptive rights of subscription. At the same time the authorization granted to the Board by the AGM on 12 March 2002 to repurchase and dispose of the company’s own shares, was revoked.
All decisions were made unanimously.
ATTACHMENTS: Proposals by the Board of Directors approved by the Annual General Meeting, 2 in number.
Wärtsilä Corporation ATTACHMENT 1 TO STOCK EXCHANGE RELEASE 12.3.2003
PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING ON 12 MARCH 2003 TO CHANGE THE CONVERSION RATE OF THE CONVERTIBLE SUBORDINATED DEBENTURES AND THE SHARE SUBSCRIPTION PRICE OF THE BOND WITH WARRANTS
The extra dividend of EUR 1,50 proposed by the Board of Directors on the financial year ended 31 December 2002 differs significantly from the normal dividend paid annually by the company. For this reason the Board proposes that the conversion rate of Wärtsilä Corporation’s 1994 convertible subordinated debentures and the subscription price of the Wärtsilä Series B shares subscribable under Wärtsilä Corporation’s 1996 bond with warrants be changed corresponding to the amount of the extra dividend.
After the proposed change each bond of nominal value EUR 1.681,88 convertible into Series A and B shares may be exchanged for 70 Wärtsilä Series A shares and 70 Wärtsilä Series B shares, compared to a conversion rate of 62 Series A shares and 62 Series B shares as stipulated by the existing terms and conditions.
Similarly, each bond of nominal value EUR 1,681.88 convertible into Series B shares may be exchanged for 140 Series B shares, instead of 124 Series B shares according to the current conversion rate.
Wärtsilä's right to redeem the bonds, based on the share performance, will after the proposed change be determined by the new conversion rate. The other terms and conditions of the convertible subordinated debentures remain unchanged.
After the change of the conversion rate, the company’s share capital may be increased with respect to the debentures convertible into Series A and B shares by exchanging them for Series A shares totalling at most EUR 8,575,000 and for Series B shares totalling at most EUR 8,575,000. With respect to the debentures convertible into Series B shares, the share capital may be increased correspondingly by exchanging them for Series B shares totalling at most EUR 17.150.000.
The subscription price of the Wärtsilä Series B shares pursuant to the bond with warrants will decrease following the proposed change from EUR 7,99 to EUR 6,49. The other terms and conditions of the bond with warrants remain unchanged.
The Board of Directors further proposes that the Board be authorized to resolve on other matters and practical measures related to these changes.
Helsinki, 5 February 2003
BOARD OF DIRECTORS
Wärtsilä Corporation ATTACHMENT 2 TO STOCK EXCHANGE RELEASE 12.3.2003
PROPOSAL OF THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING 12 MARCH 2003 TO AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE AND DISPOSAL OF THE COMPANY´S OWN SHARES
The Board proposes to the Annual General Meeting:
1) that the General Meeting would authorize the Board during a period of one year from the resolution of the General Meeting to repurchase the Company's own shares of series A and series B in proportion to the number of shares in each class of shares. Such repurchase shall be carried out in public trading at the prevailing market price by using distributable funds, and it may be completed in other than the proportion of the shareholdings of the shareholders. The aggregate nominal value and voting rights of the shares repurchased shall not exceed 5% of the share capital and of all voting rights. The authorization may be used for repurchasing shares for the purpose of being used as consideration in future mergers and acquisitions or industrial reorganizations or for the development of the capital structure of the Company or as part of its management incentive system. Shares may be acquired for other consideration than cash. The corresponding previous authorisation given by the General Meeting on 12 March 2002 would be revoked.
2) that the General Meeting would authorize the Board during a period of one year from the resolution of the General Meeting to dispose any or all the shares repurchased by virtue of the above mentioned authorization in one or several lots, and by deviating from the pre-emptive rights of the shareholders. The aggregate nominal value and voting rights of shares to be disposed shall not exceed 5% of the share capital and of all voting rights. Shares may be disposed as consideration in mergers and acquisitions or industrial reorganizations or in order to develop the capital structure of the Company or as part of its management incentive system. Shares must be disposed at the market price prevailing in public trading. Shares may be disposed for other consideration than cash. The corresponding previous authorisation given by the General Meeting on 12 March 2002 would be revoked.
Helsinki, 5 February 2003
BOARD OF DIRECTORS
