The shareholders of Wärtsilä Corporation are hereby invited to the Company's Annual General Meeting on Wednesday, 14 March 2007, starting at 4.00 pm. The meeting will be held in the Congress Wing of the Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki, Finland.
Agenda
1
The matters stipulated in § 12 of the Articles of Association and in Finnish Companies Act.
2
Proposal to authorize the Board of Directors to issue shares
The Board of Directors proposes to the Annual Meeting:
a)
that the Meeting authorize the Board to issue new Series A and/or Series B shares in one or several instalments. The share issue can be executed on the conditions and at the price determined by the Board.
b)
that under this authorization at most 9,555,434 new shares may be issued such that
- at most 2,357,958 new A shares and at most 7,197,476 new B shares are issued to the shareholders in proportion to their existing holdings, and/or
- at most 9,555,434 B shares are issued, disapplying the pre-emptive right of the shareholders provided that the Company has important financial grounds for doing so.
c)
that the authorization may be exercised, within the restrictions listed above, to develop the company’s capital structure, to broaden its ownership base, as consideration in acquisitions or when the company acquires assets related to its business. The rights issue may also be executed as payment in kind or by using the right of set-off.
d)
that the authorization remain in force until the following Annual General Meeting.
Display of documents
The documents concerning the financial statements and the proposal 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 2006 will be available as of 8 March 2007 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 available at the AGM. They will also be mailed to shareholders on request.
Election of the Board of Directors
Shareholders representing over 40% of all the Wärtsilä Corporation votes have announced that they will propose to the Annual General Meeting on 14 March 2007 that the Board of Directors should have six (6) members and that the following be elected to the Board: Ms Maarit Aarni-Sirviö, Mr Heikki Allonen, Mr Göran J Ehrnrooth, 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 recommends to the Annual General Meeting that the firm of public auditors KPMG Oy Ab be appointed as the Company’s auditors for the financial year 2007.
Right to Attend
Shareholders registered no later than 2 March 2007 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 9 March 2007:
- either in writing to Wärtsilä Corporation, Share Register, P.O. Box 196, FIN-00531 Helsinki
- by e-mail yk@wartsila.com
- via the internet: www.wartsila.com/agm_register
- by fax +358 10 7095 283, or
- by telephone (10.00-14.00 on weekdays) + 358 10 7095 282/Rahola.
Notification of participation must reach the Company before the notification period expires at 4.00 pm on Friday 9 March 2007.
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 1.75 per share be paid on the 2006 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 19 March 2007. The dividend payment date proposed by the Board is 26 March 2007.
Helsinki, Finland, 14 February 2007
BOARD OF DIRECTORS
1 attachment
Wärtsilä Corporation ATTACHMENT TO THE INVITATION TO THE AGM 14.2.2007
The Board of Directors proposes to the Annual Meeting:
a)
that the Meeting authorize the Board to issue new Series A and/or Series B shares in one or several instalments. The share issue can be executed on the conditions and at the price determined by the Board.
b)
that under this authorization at most 9,555,434 new shares may be issued such that
- at most 2,357,958 new A shares and at most 7,197,476 new B shares are issued to the shareholders in proportion to their existing holdings, and/or
- at most 9,555,434 B shares are issued, disapplying the pre-emptive right of the shareholders provided that the Company has important financial grounds for doing so.
c)
that the authorization may be exercised, within the restrictions listed above, to develop the company’s capital structure, to broaden its ownership base, as consideration in acquisitions or when the company acquires assets related to its business. The rights issue may also be executed as payment in kind or by using the right of set-off.
d)
that the authorization remain in force until the following Annual General Meeting.
Helsinki, Finland 14 February 2007
BOARD OF DIRECTORS
