Notice is given to the shareholders of Wärtsilä Corporation to the Annual General Meeting to be held on Wednesday 11 March 2009 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. Review by the CEO
7.Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2008
8. Adoption of the annual accounts
9. 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 1.50 per share be paid on the 2008 financial period. The dividends will be paid to the shareholders who are registered in the list of shareholders maintained by Finnish Central Securities Depository Ltd on the record date which is 16 March 2009. The payment date proposed by the Board for the dividends is 23 March 2009.
10. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
11. 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 be unchanged from 2008 as follows: for the Chairman EUR 110,000, for the Deputy Chairman EUR 82,500 and for the ordinary members EUR 55,000. In addition, the Nomination Committee of the Board proposes that each member will be paid EUR 400/meeting attended, the chairman’s meeting fee being double this amount. 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.
12. 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 6.
13. Election 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 Ms. Maarit Aarni-Sirviö, Mr. Kaj-Gustav Bergh, Mr. Kari Kauniskangas, Mr. Antti Lagerroos, Mr. Bertel Langenskiöld and Mr. Matti Vuoria be re-elected as members of the Board. These persons have given their consent to this.
14. Resolution on the remuneration of the auditor
It is proposed that the auditor be reimbursed according to the auditor’s invoice.
15. Election of auditor
It is proposed that the firm of public auditors KPMG Oy Ab be re-elected as the auditor of the Company.
16 Closing of the meeting
B. Documents of the General Meeting
The proposals relating to the agenda of the General Meeting as well as this notice are available on Wärtsilä Corporation’s website at www.wartsila.com/investors. 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 above-mentioned website no later than 20 February 2009. The proposals of the Board of Directors and the annual accounts 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 from 25 March 2009.
C. Instructions for the participants in the General Meeting
1. The right to participate and registration
Each shareholder, who is registered on 27 February 2009 in the shareholders’ register of the Company held by Finnish Central Securities Depository Ltd., has the right to participate in the general meeting. A shareholder, whose shares are registered on his/her personal book-entry account, is registered in the shareholders’ register of the company. A shareholder, who wants to participate in the General Meeting, shall register for the meeting no later than 5 March 2009 by giving a prior notice of participation. Such notice can be given:
a) by e-mail: yk@wartsila.com
b) on the company’s website www.wartsila.com/agm_register
c) by telephone (09.00 am to 12 noon on weekdays) +358 10 7095 282/Rahola;
c) by telefax +358 10 7095 283; or
d) 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. The personal data given to Wärtsilä Corporation is used only in connection with the general meeting and with the processing of related registrations.
Pursuant to chapter 5, section 25 of the Company’s 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.
2. 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. 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.
3. Holders of nominee registered shares
A holder of nominee registered shares, who wants to participate in the General Meeting, must be entered into the shareholders’ register of the Company on the record date of the meeting, 27 February 2009. A holder of nominee registered shares is advised to request necessary instructions regarding the registration in the shareholder’s register of the Company, the issuing of proxy documents and registration for the General Meeting from his/her custodian bank.
4. Other instructions and information
As of the date of this notice, the total number of shares and votes in Wärtsilä Corporation is 98,620,565.
Helsinki, 29 January 2009
WÄRTSILÄ CORPORATION
BOARD OF DIRECTORS
