Registered on March 14th, 2016
Translation from official document in Finnish
ART. 1 BUSINESS NAME AND DOMICILE OF THE COMPANY
The company's business name is Wärtsilä Oyj Abp, or Wärtsilä Corporation in English. The company is domiciled in the City of Helsinki.
ART. 2 LINE OF BUSINESS
The company's line of business is the development, manufacture and sale of mechanical and electrical engineering products, plants and systems, the sale of spare parts and the provision of operation and maintenance services to the marine and energy markets, either directly or through subsidiaries and affiliates. The company may also provide financing, engineering and consulting services, and pursue other industrial and commercial business activities. The company may engage in securities trading and other investment activities.
ART. 3 SHARES
The company's shares are included in the book-entry securities system.
ART. 4 BOARD OF DIRECTORS
The company's administration and proper organisation of operations is the responsibility of the Board, which includes 5 to 10 full members. The term of members of the Board continues until the closing of the subsequent Annual General Meeting.
The Board of Directors elect a Chair and a Vice Chair from among its ranks until the closing of the subsequent Annual General Meeting.
ART. 5 CEO
The company has a CEO and, as needed, a Deputy CEO, who are selected by the Board of Directors.
ART. 6 REPRESENTATION RIGHT
The company can be represented by either the Chair or the CEO alone, or by two members of the Board together.
The Board of Directors may also grant proxy to designated persons so that the proxies represent the company two together or one proxy together with a member of the Board.
ART. 7 AUDITOR
The company has one external auditor that must be an audit firm approved by the Central Chamber of Commerce.
The auditor's term ends at the closing of the subsequent Annual General Meeting.
ART. 8 NOTICE OF GENERAL MEETING
The notice of a General Meeting shall be published on the company's website or in at least two (2) widely circulated Finnish daily newspapers selected by the Board no earlier than 2 months before the meeting and no later than three weeks before the meeting; however, the notice must always be given no later than nine (9) days before the record date of the General Meeting.
Each shareholder registered in advance, in the manner specified in the notice of the meeting, has the right to attend the meeting. Earliest registration deadline can be 10 days before the meeting.
ART. 9 GENERAL MEETING
The Annual General Meeting shall be held by the end of June, on the date determined by the Board, at the company's registered domicile.
The Annual General Meeting
shall decide on
1. adopting the financial statements and consolidated financial statements,
2. using the profit shown on the balance sheet,
3. discharging members of the Board and the CEO from liability,
4. supporting remuneration policies as needed,
5. approving the remuneration report,
6. the remuneration of the members of the Board,
7. the number of directors on the Board,
8. the external auditor's fee,
9. the sustainability reporting verifier's fee,
10. electing the members of the Board,
11. selecting the external auditor, and
12. selecting the sustainability reporting verifier
shall process
13. other matters stated in the notice of the meeting.
The Board of Directors may decide that a General Meeting be held without a location, with shareholders fully exercising their decision-making powers in the course of the meaning online, via a technical device (remote meeting).
ART. 10 FINANCIAL PERIOD
The financial period of the company is the calendar year.