Notice to convene the Annual General Meeting of Wärtsilä Corporation
Notice is given to the shareholders of Wärtsilä Corporation of the Annual General Meeting to be held on Thursday 9 March 2023 at 3 p.m. EET at Messukeskus, Messuaukio 1, 00520 Helsinki, Finland (Messukeskus Siipi entrance). The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 1.30 pm.
The shareholders can follow the meeting via a video stream in Finnish or English. Instructions for following the video stream are available on the Company’s website at www.wartsila.com/agm. It is not possible to pose questions, to make counterproposals or to request to speak or vote in the meeting. Following the meeting via the video stream does not mean participation in the meeting or exercising the shareholders’ rights.
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 the 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 2022
- Review by the CEO
The annual accounts, the report of the Board of Directors and the auditor’s report will be available on the Company’s website from 14 February 2023 onwards.
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 0.26 per share shall be paid for the financial year 2022. The dividend shall be paid in two instalments.
- The first instalment of EUR 0.13 per share shall be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Oy on the dividend record day of 13 March 2023. The payment day proposed by the Board for this instalment is 20 March 2023.
- The second instalment of EUR 0.13 per share shall be paid in September 2023. The dividend record date of the second instalment shall be 13 September 2023 and the second instalment of the dividend shall be paid to shareholders who are registered in the list of shareholders maintained by Euroclear Finland Oy on such day. The Board proposes the second instalment is paid on 20 September 2023.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Advisory handling of the Remuneration Report 2022 for Governing Bodies
- The Remuneration Report 2022 for governing bodies has been attached to this notice and is available also on the Company’s website at www.wartsila.com/agm.
11. Resolution on the remuneration of the members of the Board of Directors
- The Shareholders’ Nomination Board proposes that the annual remuneration payable as well as the fixed fees for the committee work payable to the members of the Board remain unchanged as follows:
- The annual remuneration payable to the members of the Board shall be EUR 200,000 for the Chair, EUR 105,000 for the Deputy Chair and EUR 80,000 for the ordinary members. In addition, the Shareholders’ Nomination Board proposes that each member will be paid EUR 750 per Board meeting attended. The Chair’s meeting fee shall be double this amount.
- The Shareholders’ Nomination Board further proposes that the Chair of the Audit Committee will receive a fixed fee of EUR 25,000 and each member of the Committee a fixed fee of EUR 10,000 for the term and the Chair of the People Committee a fixed fee of EUR 10,000 and each member of the Committee a fixed fee of EUR 5,000 for the term.
- Approximately 40% of the annual Board remuneration is proposed to be paid in Wärtsilä shares, and the rest in cash. The Company will compensate the transaction costs and costs related to the applicable asset transfer tax arising from the share purchases. The tax deduction for the entire annual fee will be made from the cash amount. The meeting attendance fees and fixed fees for the Committee work 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
- The Shareholders’ Nomination Board proposes to the general meeting that the number of the Board members be eight.
13. Election of members of the Board of Directors
- Risto Murto has informed that he is not available for the re-election of the members of the Board.
- The Shareholders’ Nomination Board proposes to the annual general meeting that Karen Bomba, Morten H. Engelstoft, Karin Falk, Johan Forssell, Tom Johnstone, Mats Rahmström and Tiina Tuomela be re-elected as members of the Board. The Shareholders’ Nomination Board proposes as a new member of the Board Mika Vehviläinen.
- The above-mentioned persons have given their consent to the election. Also, the above-mentioned persons have brought to the attention of the Company that, if they become selected, they will select Tom Johnstone as Chair and Mika Vehviläinen as Deputy Chair of the Board.
14. 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 approved by the Company.
15. Election of auditor
- The Audit Committee of the Board proposes that the audit firm PricewaterhouseCoopers Oy be elected as the auditor of the Company for the term ending at the end of the next annual general meeting. The auditor’s assignment also includes giving the auditor’s statement on the discharge of the members of the Board of Directors and the CEO from liability and on the proposal of the Board of Directors for distribution of profit.
16. Authorisation to repurchase the Company’s own shares
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 instalments on the following conditions:
- The Board of Directors is authorised to resolve to repurchase a maximum of 57,000,000 shares in the Company, which, as at the date of this notice to the Annual General Meeting, represents 9.63% of all the shares in the Company.
- Own shares may be repurchased by using the Company’s unrestricted shareholders’ equity, which means that any repurchases will reduce funds available for distribution of profits. The shares may be repurchased through public trading at the prevailing market price on the date of such repurchase as formed in public trading organised by Nasdaq Helsinki Ltd.
- The shares may be repurchased in order to develop the capital structure of the Company, to be transferred for financing or carrying out acquisitions or other arrangements, to be used as part of the Company’s incentive schemes, 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 also otherwise than in proportion to the shareholders’ holding in the Company by way of a directed repurchase, if there is a weighty financial reason for the Company to do so.
- 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 decision by the Annual General Meeting.
17. Authorisation to issue shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve to issue shares in the Company as follows:
- The Board may issue either new shares or transfer own shares held by the Company (share issue).
- The maximum number of shares to be so issued shall not exceed 57,000,000, which represents 9.63% of all the shares in the Company.
- The shares can be issued for consideration or without consideration. They can also be issued in deviation from the shareholders’ pre-emptive rights by way of a directed issue if there is a weighty financial reason for the Company to do so. A directed issue may be decided upon to develop the capital structure of the Company or to finance or carry out acquisitions or other arrangements. Additionally, the authorisation can also be used as part of the Company’s incentive schemes for up to 10,000,000 shares, which represents 1.69% of all the shares in the Company.
- The authorisation includes the right for the Board of Directors to resolve upon all other terms and conditions for the issuance of shares.
- The authorisation for the Board of Directors to issue shares shall be valid for 18 months from the decision by the Annual General Meeting. However, the authorisation regarding incentive schemes shall be valid for five years from the decision.
This authorisation revokes the authorisation given by the Annual General Meeting on 3 March 2022.
18. Closing of the meeting
B. Documents of the general meeting
The above-mentioned proposals for the decisions on the matters on the agenda of the general meeting and this notice are available on the Company’s website at www.wartsila.com/agm. The 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 Company’s website at www.wartsila.com/annualreport no later than 14 February 2023. The proposals for the decisions and other documents mentioned above are also available at the general meeting.
The minutes of the meeting will be available on the Company’s website at www.wartsila.com/agm as of 23 March 2023 at the latest.
This notice which includes all the proposals for the decision is available on the Company’s website at www.wartsila.com/agm.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on the record date of the general meeting 27 February 2023 in the shareholders’ register of the Company held by Euroclear Finland Oy 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.
Registration for the general meeting will begin on 31 January 2023 at 9 a.m. EET. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the general meeting must register for the meeting by 6 March 2023 latest at 4 p.m. EET by which time the registration must be completed. A shareholder can register for the meeting:
a) through the Company’s website: www.wartsila.com/agm_register
Please note that the strong electronic identification for the registration requires the use of Finnish or Swedish online banking credentials or mobile certificate and the shareholder needs to provide his/her personal identity code or business ID, e-mail address and/or telephone number.
b) by e-mail or regular mail; by e-mail to agm@innovatics.fi and by mail to Innovatics Ltd, AGM/Wärtsilä, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
c) by phone +358 10 2818 909 from Monday to Friday at 9 a.m. – 12 noon and 1 – 4 p.m. EET.
In connection with the registration, a shareholder is requested to give his/her name, date of birth/personal identification number or business ID, address, telephone number and e-mail address as well as the name and the date of birth/identification number of a possible proxy representative. The personal information collected will only be used in connection with the general meeting and the registrations related to it.
A shareholder, its representative or the shareholder’s proxy representative must be able to show his/her identity and/or the representation right.
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 day of the general meeting, i.e. 27 February 2023, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered temporarily into the temporary shareholders’ register held by Euroclear Finland Oy by 6 March 2023 at 10 a.m. EET. With regards to nominee registered shares, this constitutes due registration for the general meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights of the shareholder.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the 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 cause a holder of nominee registered shares who wants to participate in the general meeting to be registered into the temporary shareholders’ register of the Company 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 present 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.
The relevant proxy documents shall be mailed or delivered as originals to Innovatics Ltd, Yhtiökokous/Wärtsilä, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or delivered by e-mail to agm@innovatics.fi before the end of the registration period.
Shareholders that are legal entities can also use the electronic Suomi.fi authorisation service for authorising their proxies instead of using the traditional proxy authorisation. The representative shall be appointed in the Suomi.fi service at www.suomi.fi/e-authorisations (using the authorisation topic “Representation at the General Meeting”). When registering, the representative must identify him/herself with strong electronic authentication, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorisations.
4. Other instructions and information
A shareholder present at the general meeting has the right to ask questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on topics to be considered by the general meeting. The shareholder asking a question shall present sufficient evidence on his/her shareholding when delivering the question.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights of the shareholder.
As of the date of this notice, the total number of shares in Wärtsilä Corporation is 591,723,390. The company holds on 30 January 2023 1,700,000 treasury shares. Pursuant to the Limited Liability Companies Act, treasury shares do not entitle to participation in the General Meeting. Each share otherwise entitles its holder to one vote.
Helsinki, 30 January 2023
WÄRTSILÄ CORPORATION
Board of Directors
Appendix 1: Remuneration Report 2022