Decisions of Wärtsilä’s Annual General Meeting 14 March 2007

Wärtsilä Corporation, Stock exchange release 14 March 2007 at 17:15 UTC+2

Wärtsilä’s Annual General Meeting approved the financial statements and discharged the company’s President & CEO and the members of the Board of Directors from liability for the financial year 2006. The Meeting approved the Board of Directors’ proposal to pay a dividend of 1.75 euros per share and decided that the dividend payment date is 26 March 2007. The dividend will be paid to shareholders who are recorded in the company’s shareholder register maintained by the Finnish Central Securities Depository Ltd. The record date is 19 March 2007.

The Meeting approved the following fees to the members of the Board of Directors:
- To the ordinary members 50,000 euros/year
- To the deputy chairman 75,000 euros/year
- To the chairman  100,000 euros/year
- In addition, each member will be paid 400 euros/meeting attended, the chairman’s meeting fee being double this amount. Roughly 40 % of the annual fee is paid in Wärtsilä B shares.

Wärtsilä’s Annual General Meeting decided that the Board of Directors shall have six members. The following were elected to the Board: Ms Maarit Aarni-Sirviö, Mr Heikki Allonen, Mr Göran J. Ehrnrooth, Mr Antti Lagerroos, Mr Bertel Langenskiöld and Mr Matti Vuoria.
The firm of public auditors KPMG Oy Ab were appointed as the company’s auditors. It was decided to pay the auditors’ fees as invoiced.

The Meeting authorized the Board to issue shares as follows:

The Meeting authorized the Board to issue new Series A and/or Series B shares in one or several instalments. The share issue can be executed on the conditions and at the price determined by the Board.

Under this authorization at most 9,555,434 new shares may be issued such that
- at most 2,357,958 new A shares and at most 7,197,476 new B shares are issued to the shareholders in proportion to their existing holdings, and/or
- at most 9,555,434 B shares are issued, disapplying the pre-emptive right of the shareholders provided that the Company has important financial grounds for doing so.

The authorization may be exercised, within the restrictions listed above, to develop the company's capital structure, to broaden its ownership base, as consideration in acquisitions or when the company acquires assets related to its business. The rights issue may also be executed as payment in kind or by using the right of set-off.

The authorization remains in force until the following Annual General Meeting.

The decisions of the Meeting were not put to the vote.

Annual General Meeting 2007 presentation PDF, 1.1Mb »