Proposals of the Shareholders’ Nomination Board to Wärtsilä’s Annual General Meeting 2022

Proposals of the Shareholders’ Nomination Board to Wärtsilä’s Annual General Meeting 2022

The Shareholders' Nomination Board of Wärtsilä Corporation presents the following proposals to the Annual General Meeting to be held on 3 March 2022. The proposals will be included in the notice to the Annual General Meeting to be published at a later date.

Proposal on the composition of the Board of Directors

The Shareholders' Nomination Board proposes that the number of Board members shall be eight.

The Nomination Board proposes that Karen Bomba, Karin Falk, Johan Forssell, Tom Johnstone, Risto Murto and Mats Rahmström shall be re-elected as members of the Board. Maarit Aarni-Sirviö has informed that she is not available for the re-election to the Board of Directors. Consequently, the Nomination Board proposes that Morten H. Engelstoft shall be elected as a new member of the Board. A brief presentation of Morten H. Engelstoft can be found on Wärtsilä’s website at www.wartsila.com/investors.

All the proposed Board members are determined to be independent of the company. With the exception of Tom Johnstone and Johan Forssell, all proposed members are also determined to be independent of the company’s significant shareholders. Tom Johnstone is determined to be dependent of significant shareholders, due to his position on the board of Investor AB. Johan Forssell is determined to be dependent of significant shareholders, due to his position as the President and CEO of Investor AB.

The proposed Board members have all given their consent to being elected. The members of the Board of Directors will elect the Chair and Deputy Chair of the Board amongst themselves.

Proposal on the remuneration of the Board of Directors

The Shareholders’ Nomination Board proposes that the annual remuneration payable, the fixed fees for the committee work and the meeting fees payable to the members of the Board shall be as follows:

• The annual remuneration payable to the members of the Board shall be EUR 200,000 (2021: 140,000) for the Chair, EUR 105,000 (105,000) for the Deputy Chair and EUR 80,000 (70,000) for the ordinary members. In addition, the Shareholders’ Nomination Board proposes that each member will be paid EUR 750 (750) per Board meeting attended. The Chair’s meeting fee shall be double this amount.
• The Chair of the Audit Committee shall receive a fixed fee of EUR 25,000 (20,000) and each member of the Committee a fixed fee of EUR 10,000 (10,000) for the term.
• The Chair of the People Committee shall receive a fixed fee of EUR 10,000 (10,000) and each member of the Committee a fixed fee of EUR 5,000 (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.

Composition of the Shareholders’ Nomination Board

In accordance with the decision of the Wärtsilä’s Annual General Meeting, the Nomination Board consists of five members. Four representatives are nominated by the company’s four largest shareholders, with the fifth member being the Chair of Wärtsilä’s Board of Directors. The four largest shareholders are determined on the basis of the shareholders’ register maintained by Euroclear Finland Ltd. as of 1 June preceding the Annual General Meeting of shareholders.

In 2021, the following members were appointed to the Shareholder’s Nomination Board: Petra Hedengran representing Invaw Invest AB, Reima Rytsölä representing Varma Mutual Pension Insurance Company, Hanna Hiidenpalo representing Elo Mutual Pension Insurance Company, Mikko Mursula representing Ilmarinen Mutual Pension Insurance Company, and Chair of the Board of Directors of Wärtsilä Tom Johnstone. Tom Johnstone did not take part in deciding on the Nomination Board's proposals related to the remuneration to be paid to the Board of Directors.

For further information, please contact:

Kari Hietanen
Executive Vice President, Corporate Relations and Legal Affairs
Tel: +358 10 709 5609
kari.hietanen@wartsila.com

For investor information, please contact:

Hanna-Maria Heikkinen
Vice President, Investor Relations
Tel: +358 10 709 1461
hanna-maria.heikkinen@wartsila.com

Wärtsilä in brief
Wärtsilä is a global leader in innovative technologies and lifecycle solutions for the marine and energy markets. We emphasise innovation in sustainable technology and services to help our customers continuously improve their environmental and economic performance. Our dedicated and passionate team of 17,500 professionals in 200 locations in more than 70 countries shape the decarbonisation transformation of our industries across the globe. In 2020, Wärtsilä’s net sales totalled EUR 4.6 billion. Wärtsilä is listed on Nasdaq Helsinki.

www.wartsila.com