Decisions taken by Wärtsilä's Annual General Meeting and Board of Directors

Decisions taken by Wärtsilä's Annual General Meeting and Board of Directors

Wärtsilä’s Annual General Meeting was held on 7 March 2019 at the Wing in the Helsinki Fair Centre. The Meeting approved the financial statements and discharged the members of the Board of Directors and the company’s President & CEO from liability for the financial year 2018.

The use of the profit shown on the balance sheet and the payment of dividend

The Meeting approved the Board of Directors’ proposal to pay a dividend of EUR 0.48 per share. The dividend shall be paid in two instalments. The first instalment of EUR 0.24 per share shall be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the dividend record date of 11 March 2019. The payment day proposed by the Board for this instalment is 18 March 2019. The second instalment of EUR 0.24 shall be paid in September 2019. The second instalment of the dividend shall be paid to shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the dividend record day, which, together with the payment day, shall be decided by the Board of Directors in its meeting scheduled for 18 September 2019. The dividend record day for the second instalment as per the current rules of the Finnish book-entry system would be 20 September 2019 and the dividend payment day 27 September 2019.

Remuneration of the Board of Directors

The fees to the members of the Board of Directors were approved as follows:
- to the ordinary members EUR 70,000/year
- to the deputy chairman EUR 105,000/year
- to the chairman EUR 140,000/year

Approximately 40% of the annual Board remuneration will be paid in Wärtsilä Corporation shares, and the rest in cash. The Company will compensate the transaction costs and costs in relation to the applicable asset transfer tax arising from the share purchases.

In addition, each member will be paid EUR 750 per meeting of the Board attended, the Chairman’s meeting fee being double this amount. Further, the Chairman of the Audit Committee will receive a fixed fee of EUR 20,000 and each member of the Committee a fixed fee of EUR 10,000 for the term; the Chairman of the Remuneration Committee will receive a fixed fee of EUR 10,000 and each member of the Committee a fixed fee of EUR 5,000 for the term; and the Chairman of the Nomination Committee will receive a fixed fee of EUR 8,000 and each member of the Committee a fixed fee of EUR 4,000 for the term.

Board of Directors and Auditor

The Annual General Meeting decided that the Board of Directors shall have eight members. The following were elected to the Board: Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Karin Falk, Johan Forssell, Tom Johnstone, Mikael Lilius, Risto Murto and Markus Rauramo.

It was decided to pay the auditors’ fees as invoiced and approved by the company. The audit firm PricewaterhouseCoopers Oy was elected as the auditor of the Company for the year 2019.

Authorisation to repurchase the Company’s own shares

The Board of Directors was authorised to resolve to repurchase a maximum of 57,000,000 of the Company’s own shares. 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.

Authorisation to issue shares

The Board of Directors was authorised to resolve to issue shares in the Company as follows:

The Board may issue either new shares or transfer own shares held by the Company. The maximum amount of shares to be so issued shall not exceed 57,000,000. The shares can be issued for consideration or without consideration. They can also be issued in deviation from the shareholders’ pre-emptive rights by way of a directed issue if there is a weighty financial reason for the Company to do so.

The authorisation for the Board of Directors to issue shares shall be valid for three years from the authorisation of the shareholders’ meeting and it cancels the authorisation given by the General Meeting on 8 March 2018 to distribute the Company’s own shares.

The decisions were taken without voting. The minutes of the meeting will be available on www.wartsila.com/investors as of 21 March 2019 at the latest.

Decisions of the Board of Directors 

Convening after the Annual General Meeting the Board of Directors elected Mikael Lilius as its chairman and Tom Johnstone as the deputy chairman. The Board decided to establish an Audit Committee, a Nomination Committee and a Remuneration Committee. The Board appointed from among its members the following members to the Committees:

Audit Committee: Chairman Markus Rauramo, Maarit Aarni-Sirviö, Risto Murto.
Nomination Committee: Chairman Mikael Lilius, Kaj-Gustaf Bergh, Johan Forssell, Risto Murto.
Remuneration Committee: Chairman Mikael Lilius, Maarit Aarni-Sirviö, Tom Johnstone.

Wärtsilä Corporation