Wärtsilä Corporation Notice to convene annual general meeting 27 January 2012 at 9.50 am (EET)
Notice is given to the shareholders of Wärtsilä Corporation to the Annual General Meeting to be held on Thursday 8 March 2012 at 4.00 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 2.30 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 2011
- 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 0.90 per share be paid for the financial
year 2011. 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 13
March 2012. The payment date proposed by the Board for the
dividend is 20 March 2012.
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 in
2012 be as follows: for the Chairman EUR 120,000, for the
Deputy Chairman EUR 90,000 and for the ordinary members EUR
60,000. In addition, the Nomination Committee of the Board
proposes that each member will be paid EUR 400/Board
meeting attended, the chairman's meeting fee being double
this amount. The Nomination Committee further proposes that
each member of the Nomination Committee and the
Remuneration Committee will be paid EUR 500/committee
meeting attended and each member of the Audit Committee
will be paid EUR 1,000/committee meeting attended, and the
chairman'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
Shareholders representing over 20 percent of the shares and
votes of the Company have informed that they are going to
propose to the general meeting that the number of the Board
members be 9.
12. Election of members of the Board of Directors
- Bertel Langenskiöld has informed that he is not available
as member of the Board when the general meeting elects the
members of the Board.
- In the election Shareholders representing over 20
percent of the shares and votes of the Company have
informed that they are going to propose to the general
meeting that from the current members of the Board of
Directors M.Sc. (Techn), MBA Maarit Aarni-Sirviö, managing
director Kaj-Gustaf Bergh, M.Sc. (Econ), MBA Alexander
Ehrnrooth, M.Sc. (Econ) Paul Ehrnrooth, President Lars
Josefsson, B.Sc. (Econ) Mikael Lilius, CFO Markus
Rauramo and managing director Matti Vuoria be elected as
members of the Board. As a new member of the Board of
Directors is proposed Gunilla Nordström, President and CEO
of Electrolux Major Appliances Asia/Pacific and Executive
Vice President of Electrolux AB.
- 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
Matti Vuoria 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 2012.
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 instalments 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 OMX 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 instalments 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.
16. 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 . 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 16 February 2012. 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 21 March
2012 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 27 February 2012 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 2 March 2012 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: yk@wartsila.com
c) by telephone (09.00 am to 12 noon on weekdays) +358 10
7095 282/Anita Nenonen
d) by telefax +358 10 7095 283; 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. 27 February 2012, 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 2 March 2012 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 2012
WÄRTSILÄ CORPORATION
Board of Directors
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