Notice is given to the shareholders of Wärtsilä Corporation to the Annual General Meeting to be held on Thursday 3 March 2016 at 3.00 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 1.30 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 2015
- 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 1.20 per share be paid for the financial year 2015. The dividend 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 7 March 2016. The payment date proposed by the Board for the dividend is 14 March 2016.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. 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 shall in 2016 be as follows: for the Chairman EUR 132,000, for the Deputy Chairman EUR 99,000 and for the ordinary members EUR 66,000. In addition, the Nomination Committee of the Board proposes that each member will be paid EUR 600/Board meeting attended. The chairman’s meeting fee shall be double this amount. The Nomination Committee further proposes that each member of the Nomination Committee and the Remuneration Committee will be paid EUR 700/committee meeting attended and each member of the Audit Committee will be paid EUR 1,200/committee meeting attended, and the chairmen’s meeting fee being double these amounts. 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.
11. Resolution on the number of members of the Board of Directors
- The Nomination Committee of the Board proposes to the general meeting that the number of the Board members be 8.
12. Election of members of the Board of Directors
- The Nomination Committee of the Board proposes to the general meeting that Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Sune Carlsson, Tom Johnstone, Mikael Lilius, Risto Murto, Gunilla Nordström and Markus Rauramo be re-elected as members of the Board.
- The above-mentioned 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 Mikael Lilius as Chairman and Sune Carlsson as Deputy Chairman of the Board.
13. Resolution on the remuneration of the auditor
- The Audit Committee of the Board proposes that the auditor be reimbursed according to the auditor’s invoice.
14. Election of auditor
- The Audit Committee of the Board proposes that the firm of public auditors KPMG Oy Ab be re-elected as the auditor of the Company for the year 2016.
15. Authorisation to repurchase and distribute the Company’s own shares
a) The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve to repurchase the Company’s own shares in one or more installments on the following conditions:
- The Board of Directors is authorised to resolve to repurchase a maximum of 19,000,000 shares in the Company, which represents 9.63% of all the shares in the Company.
- Own shares will be repurchased using the Company’s unrestricted shareholders’ equity, which means that the repurchases reduce the funds available for distribution of profits. The shares may be repurchased through public trading at the prevailing market price formed in public trading on the NASDAQ Helsinki Oy on the date of repurchase.
- The shares will be repurchased in order to develop the capital structure of the Company, to finance or carry out acquisitions or other arrangements, or to be otherwise transferred further, to be held with the company or to be cancelled.
- The Board of Directors shall decide upon all other terms and conditions for the repurchase of the Company’s own shares. Shares may be repurchased in deviation from the shareholders’ pre-emptive rights.
- The authorisation to repurchase the Company’s own shares shall be valid until the close of the next Annual General Meeting, however no longer than for 18 months from the authorisation of the shareholders’ meeting.
b) The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve to distribute the Company’s own shares in one or more installments on the following conditions:
- The Board of Directors is authorised to distribute a maximum of 19,000,000 shares in the Company, which represents 9.63% of all the shares in the Company.
- The Board of Directors is authorised to resolve to whom and in which order the own shares will be distributed. The Board of Directors is authorised to decide on the distribution of the Company’s own shares otherwise than in proportion to the existing pre-emptive right of the shareholders to purchase the Company’s own shares.
- The shares can be used as consideration e.g. in acquisitions or other arrangements in the manner and to the extent decided by the Board of Directors. The Board of Directors has also the right to decide on the distribution of the shares in public trading for the purpose of financing possible acquisitions.
- The authorisation includes the right for the Board of Directors to resolve upon all other terms and conditions for the distribution of the shares held by the Company.
- The authorisation for the Board of Directors to distribute the Company’s own shares shall be valid for three years from the authorisation of the shareholders’ meeting, and it cancels the authorisation given by the General Meeting on 5 March 2015 to distribute the Company’s own shares.
16. Board of Directors’ proposal to change articles 2 (Sphere of Operations) and 8 (Convocation) of the Articles of Association
- It is proposed to update Article 2 of the Articles to better reflect the current activities of the Company as follows:
“The company shall develop, manufacture and sell mechanical and electrical products, plants and systems, sell spare parts and provide operation and maintenance services in the marine and energy markets either directly or through its subsidiaries and associated companies. The company can also provide financing, design and consulting services as well as engage in other industrial and commercial activities. The company may deal in securities and engage in other investment activities.”
- It is proposed to change Article 8 of the Articles so that the notice to the general meeting can be given by publishing it 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.
17. Donations to universities
- It is proposed that the Board be authorised to resolve on donations of EUR 1,300,000 at the maximum to be made to universities during 2016 and 2017. The most significant recipient of the donations would be Aalto University.
18. Closing of the meeting
B. Documents of the general meeting
The proposals for the decisions on the matters on 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 11 February 2016. The proposals for decisions and the other above-mentioned documents 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 of 17 March 2016 at the latest.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders’ register
Each shareholder, who is registered on 22 February 2016 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 is registered in the shareholders’ register of the company and who wants to participate in the general meeting, shall register for the meeting no later than 29 February 2016 at 16.00 hours by giving a prior notice of participation which shall be received by the company no later than on the above-mentioned date. Such notice can be given:
a) by e-mail: firstname.lastname@example.org
b) on the company’s website www.wartsila.com/agm_register
c) by telephone (09.00 am to 12 noon on weekdays) +358 10 709 5282/Anita Nenonen
d) by telefax +358 10 709 5701; or
e) 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. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record date of the general meeting, i.e. 22 February 2016, would be entitled to be registered in the shareholders’ register held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 29 February 2016 by 10.00 am. As regards nominee registered shares this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the company, the issuing of proxy documents and registration for the general meeting 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, into the temporary shareholders’ register of the company at the latest by the time stated above.
3. 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.
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 197,241,130.
Helsinki, 26 January 2016
Board of Directors