The shareholders of Wärtsilä Corporation are hereby invited to the Company's Annual General Meeting on Wednesday, 15 March 2006, starting at 4.00 pm. The meeting will be held in the Congress Wing of the Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki.
Agenda:
1
The matters stipulated in § 12 of the Articles of Association.
2
Proposal to authorize the Board of Directors to resolve on the repurchase and disposal of the Company's own shares.
a) The Board of Directors proposes that the AGM authorize the Board to repurchase, using distributable funds, the company's own Series A and Series B shares in proportion to the total number of shares in each series provided that the total nominal value of the company’s shares belonging to the company and its subsidiaries shall not exceed ten per cent (10%) of the company's total share capital, and that the total number of votes shall not exceed ten percent (10%) of the votes conferred by all the shares.
The shares may be purchased only in public trading at the prevailing price and otherwise than in proportion to the shareholders' holdings.
The purchased shares may be used as consideration in future mergers and acquisitions or industrial reorganizations or for the development of the capital structure of the company or as part of its management incentive system. The shares may also be purchased for other consideration than cash.
This authorization, which replaces the earlier authorization granted by the previous Annual General Meeting, shall remain in force for one year from the resolution of the Annual General Meeting.
b) The Board of Directors proposes that the AGM authorizes the Board to dispose of the company´s own shares provided that the total nominal value of the shares so disposed of, and the votes carried by these shares, shall not exceed ten per cent (10%) of the company's total share capital and voting rights.
The Board shall be authorized to determine to whom and in what order the company's own shares shall be disposed of. The Board may decide on the disposal of the shares otherwise than in proportion to shareholders' pre-emptive subscription rights. The Board shall decide on the disposal price of the shares and on the other terms related to their disposal, and the shares may be disposed of for other consideration than cash. The authorization includes the right to set the principles used to determine the disposal price. The shares may be disposed of as consideration in future mergers and acquisitions or industrial reorganizations or for the development of the capital structure of the company or as part of its management incentive system.
This authorization, which replaces the earlier authorization granted by the previous Annual General Meeting, shall remain in force for one year from the resolution of the Annual General Meeting.
Display of Documents
The documents concerning the financial statements and the proposals of the Board of Directors for the decisions mentioned in item 2 above will be available for inspection by shareholders for one week before the meeting at the Company's head office. The Annual Report for the financial period 2005 is available as of 6 March 2006 from the Company's head office, John Stenbergin ranta 2, FIN-00530 Helsinki, and on the company’s website, www.wartsila.com.
The Annual Report and copies of the documents and proposals mentioned above will be mailed to shareholders on request and they are available at the AGM.
Election of the Board of Directors
Shareholders representing over forty per cent (40%) of all the Wärtsilä Corporation votes have announced that they will propose to the Annual General Meeting on 15 March 2006 that the Board of Directors should have 7 members and that the following be elected to the Board: Mr Heikki Allonen, Mr Göran J Ehrnrooth, Mr Risto Hautamäki, Mr Jaakko Iloniemi, Mr Antti Lagerroos, Mr Bertel Langenskiöld and Mr Matti Vuoria. All have given their consent to be elected.
Election of the Auditors
The Board of Directors, having requested competitive bids from different firms of authorized public auditors, proposes to the Annual General Meeting that the firm of authorized public auditors KPMG Oy Ab be appointed as the company's auditors for the financial year 2006. The company has consented to being appointed to this task.
Right to Attend
Shareholders who have been registered no later than 3 March 2006 in the Company's list of shareholders maintained by the Finnish Central Securities Depository Ltd have the right to attend the Annual General Meeting.
Notification of Attendance
Shareholders wishing to attend the Annual General Meeting are required to inform the Company thereof not later than 4.00 pm on 10 March 2006 either in writing to Wärtsilä Corporation, Share Register, P.O. Box 196, FIN-00531 Helsinki, by e-mail yk@wartsila.com, by fax +358 10 7095 283 or by telephone (10.00-14.00 on weekdays) + 358 10 7095 282/Rahola. E-mails, letters and faxes informing of the participation at the General Meeting must reach the Company before the notification period expires at 4.00 pm on Friday 10 March 2006.
Letters authorizing a proxy to exercise a shareholder's voting right at the Annual General Meeting should reach the Company before the notification period expires.
Dividend Payment
The Board of Directors will propose to the Annual General Meeting that a dividend of EUR 0.90 per share and an extra dividend of EUR 0.60 per share, making a total dividend of EUR 1.50 per share, be paid on the 2005 financial period. The dividend will be paid to shareholders who are registered in the list of shareholders maintained by Finnish Central Securities Depository Ltd on the record date, which is 20 March 2006. The dividend payment date proposed by the Board is 27 March 2006.
Helsinki, Finland
6 February 2006
BOARD OF DIRECTORS
