Notice to convene the Annual General Meeting of Wärtsilä Corporation
Notice is given to the shareholders of Wärtsilä Corporation of the Annual General Meeting to be held on Thursday 3 March 2022 at 3 p.m. EET at the Company’s headquarters at the address Hiililaiturinkuja 2, 00180 Helsinki, Finland. It is not possible to participate in the meeting in person at the meeting venue. The shareholders of the Company may participate in the meeting and exercise their shareholder rights only by voting in advance and by presenting counterproposals and asking questions in advance. Instructions for shareholders are presented in this notice under section C. Instructions for the participants in the general meeting.
The meeting will be held on the basis of the so-called temporary act 375/2021 that entered into force on 8 May 2021. The Company has resolved to take actions enabled by the temporary act in order to hold the meeting in a predictable manner, taking into account the health and safety of the Company’s shareholders, personnel and other stakeholders.
It will be possible for the shareholders who have registered for the meeting to follow the meeting via a video stream and pose questions or comments via a “chat” function during the meeting. Following the meeting via the video stream or posing questions or comments via the “chat” function does not mean official participation in the general meeting or exercise of the shareholders’ right to speak and vote at the general meeting. Accordingly, questions posed via the “chat” function are not questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, which must be delivered in advance as described below. After the general meeting, the streaming will continue in the form of a separate Q&A session during which the questions and comments raised via the “chat” function will be discussed by the Company representatives. This Q&A session will be limited to one hour’s time and it is not part of the general meeting.
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
- Attorney at Law Juha Väyrynen shall act as the Chair of the meeting. If due to weighty reasons Juha Väyrynen is not able to act as the Chair, the Board shall appoint another person it deems most suitable to act as the Chair. The Executive Vice President, Corporate Relations and Legal Affairs Kari Hietanen shall act as the secretary of the meeting. In case Kari Hietanen is not able to act as the secretary, the Chair shall invite another person to act as the secretary of the meeting.
3. Election of the person to scrutinize the minutes and to supervise the counting of votes
- The person to scrutinize the minutes and to supervise the counting of votes shall be Attorney at Law Teresa Kauppila. In case Teresa Kauppila is not able to act as the person to scrutinize the minutes and to supervise the counting of votes, the Board of Directors shall name another person it deems most suitable to act in that role.
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
- Shareholders who have voted in advance within the advance voting period and have the right to attend the general meeting under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Limited Liability Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted based on information provided by Innovatics Ltd.
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor’s report for the year 2021
- As participation in the general meeting is possible only in advance, the annual accounts, including the report of the Board of Directors and the auditor's report, which are to be published by the Company latest on 10 February 2022 and which are available on the Company‘s website at www.wartsila.com/annualreport latest at that time shall be deemed to have been presented to the general meeting.
7. Adoption of the annual accounts
8. 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 0.24 per share shall be paid for the financial year 2021. The dividend shall be paid in two instalments.
- The first instalment of EUR 0.12 per share shall be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Oy on the dividend record day of 7 March 2022. The payment day proposed by the Board for this instalment is 14 March 2022.
- The second instalment of EUR 0.12 per share shall be paid in October 2022. The second instalment of the dividend shall be paid to shareholders who are registered in the list of shareholders maintained by Euroclear Finland Oy on the dividend record day, which, together with the payment day, shall be decided by the Board of Directors in its meeting scheduled for 27 September 2022. The dividend record day for the second instalment as per the current rules of the Finnish book-entry system would be 29 September 2022 and the dividend payment day 6 October 2022.
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Advisory handling of the revised Remuneration Policy for Governing Bodies
- The Remuneration Policy for Governing Bodies was approved by the Annual General Meeting on 4 March 2021. The Board of Directors proposes some changes to the policy for the advisory handling by the general meeting. The updated policy is attached to this notice and is available on the Company’s website at www.wartsila.com/agm. As participation in the general meeting is possible only in advance, the Remuneration Policy for Governing Bodies is deemed to have been presented to the general meeting for advisory handling.
11. Advisory handling of the Remuneration Report 2021 for Governing Bodies
- The Remuneration Report 2021 for governing bodies has been attached to this notice and is available also on the Company’s website at www.wartsila.com/agm. As participation in the general meeting is possible only in advance, the Remuneration Report 2021 for the Governing Bodies is deemed to have been presented to the general meeting for advisory handling.
12. Resolution on the remuneration of the members of the Board of Directors
- The Shareholders’ Nomination Board proposes that the annual remuneration payable as well as the fixed fees for the committee work payable to the members of the Board shall be as follows:
- The annual remuneration payable to the members of the Board shall be EUR 200,000 for the Chair, EUR 105,000 for the Deputy Chair and EUR 80,000 for the ordinary members. In addition, the Shareholders’ Nomination Board proposes that each member will be paid EUR 750 per Board meeting attended. The Chair’s meeting fee shall be double this amount.
- The Shareholders’ Nomination Board further proposes that the Chair of the Audit Committee will receive a fixed fee of EUR 25,000 and each member of the Committee a fixed fee of EUR 10,000 for the term and the Chair of the People Committee a fixed fee of EUR 10,000 and each member of the Committee a fixed fee of EUR 5,000 for the term.
- Approximately 40% of the annual Board remuneration is proposed to be paid in Wärtsilä shares, and the rest in cash. The Company will compensate the transaction costs and costs related to the applicable asset transfer tax arising from the share purchases. The tax deduction for the entire annual fee will be made from the cash amount. The meeting attendance fees and fixed fees for the Committee work will be paid in cash. Possible travel expenses will be reimbursed according to the travel policy of the Company.
13. Resolution on the number of members of the Board of Directors
- The Shareholders’ Nomination Board proposes to the general meeting that the number of the Board members be eight.
14. Election of members of the Board of Directors
- Maarit Aarni-Sirviö has informed that she is not available for the re-election of the members of the Board.
- Shareholders’ Nomination Board resolved to propose to the annual general meeting that Karen Bomba, Karin Falk, Johan Forssell, Tom Johnstone, Risto Murto, Mats Rahmström and Tiina Tuomela be re-elected as members of the Board. The Shareholders’ Nomination Board proposes as new member of the Board Morten H. Engelstoft.
- The above-mentioned persons have given their consent to the election. Also, the above-mentioned persons have brought to the attention of the Company that, if they become selected, they will select Tom Johnstone as Chair and Risto Murto as Deputy Chair of the Board.
15. Resolution on the remuneration of the auditor
- The Audit Committee of the Board proposes that the auditor be reimbursed according to the auditor’s invoice approved by the Company.
16. Election of auditor
- The Audit Committee of the Board proposes that the audit firm PricewaterhouseCoopers Oy be elected as the auditor of the Company for the term ending at the end of the next annual general meeting. The auditor’s assignment also includes giving the auditor’s statement on the discharge of the members of the Board of Directors and the CEO from liability and on the proposal of the Board of Directors for distribution of profit.
17. Authorisation to repurchase the Company’s own shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors to resolve to repurchase the Company’s own shares in one or more instalments on the following conditions:
- The Board of Directors is authorised to resolve to repurchase a maximum of 57,000,000 shares in the Company, which, as at the date of this notice to the Annual General Meeting, represents 9.63% of all the shares in the Company.
- Own shares may be repurchased by using the Company’s unrestricted shareholders’ equity, which means that any repurchases will reduce funds available for distribution of profits. The shares may be repurchased through public trading at the prevailing market price on the date of such repurchase as formed in public trading organised by Nasdaq Helsinki Ltd.
- The shares may be repurchased in order to develop the capital structure of the Company, to be transferred for financing or carrying out acquisitions or other arrangements, to be used as part of the Company’s incentive schemes, or to be otherwise transferred further, to be held with the Company or to be cancelled.
- The Board of Directors shall decide upon all other terms and conditions for the repurchase of the Company’s own shares. Shares may be repurchased also otherwise than in proportion to the shareholders’ holding in the Company by way of a directed repurchase, if there is a weighty financial reason for the Company to do so.
- 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 decision by the Annual General Meeting.
18. Authorisation to issue shares
The Board of Directors proposes that the Annual General Meeting authorises the Board of Directors 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 (share issue).
- The maximum number of shares to be so issued shall not exceed 57,000,000, which represents 9.63% of all the shares in the Company.
- 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. A directed issue may be decided upon to develop the capital structure of the Company or to finance or carry out acquisitions or other arrangements. Additionally, the authorisation can also be used as part of the Company’s incentive schemes for up to 10,000,000 shares, which represents 1.69% of all the shares in the Company.
- The authorisation includes the right for the Board of Directors to resolve upon all other terms and conditions for the issuance of shares.
- The authorisation for the Board of Directors to issue shares shall be valid for 18 months from the decision by the Annual General Meeting. However, the authorisation regarding incentive schemes shall be valid for five years from the decision.
This authorisation revokes the authorisation given by the Annual General Meeting on 4 March 2021.
19. Closing of the meeting
B. Documents of the general meeting
The revised Remuneration Policy for Governing Bodies of Wärtsilä and the Remuneration Report 2021 for Governing Bodies are attached to this notice. They are also available on the Company’s website at www.wartsila.com/agm, together with the proposals for the decisions on the matters on the agenda of the general meeting and this notice. 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 Company’s website at www.wartsila.com/annualreport no later than 10 February 2022. Copies of the annual accounts and of the other documents mentioned above will be sent to shareholders upon request. The minutes of the meeting will be available on the Company’s website at www.wartsila.com/agm as of 17 March 2022 at the latest.
C. Instructions for the participants in the general meeting
Shareholders and their proxy representatives may participate in the general meeting and exercise shareholder rights only in advance in the manner described below.
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 21 February 2022 in the shareholders’ register of the Company held by Euroclear Finland Oy has the right to participate in the general meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the Company. A shareholder can participate in the meeting only by voting in advance in the manner described below and by presenting counterproposals and asking questions in advance.
2. Registration and advance voting
Registration for the meeting and advance voting will begin on 15 February 2022 at 10 a.m. EET when the deadline for submitting counterproposals subject for voting has passed. A shareholder, who is registered in the shareholders’ register of the Company and who wants to participate in the general meeting must register for the meeting and vote in advance by 25 February 2022 at 4 p.m. EET by which time the registration shall be completed and votes need to be received.
A shareholder, who has a personal Finnish book-entry account, can register and vote in advance on certain items on the agenda of the general meeting from 10 a.m. EET on 15 February 2022 until 4 p.m. EET on 25 February 2022 by the following means:
a) through the Company’s website: www.wartsila.com/agm_register
Please note that the strong electronic identification for the registration and voting in advance requires the use of Finnish or Swedish online banking credentials or mobile certificate and the shareholder needs to provide his/her personal identity code or business ID, e-mail address and/or telephone number.
b) by regular mail or e-mail
A shareholder may send the advance voting form available on the Company’s website on 15 February 2022 at 10 a.m. EET to Innovatics Ltd by mail to Innovatics Ltd, Yhtiökokous/Wärtsilä, Ratamestarinkatu 13 A, 00520 Helsinki, Finland or by e-mail to agm@innovatics.fi. If the shareholder participates in the meeting by sending the votes in advance by mail or email to Innovatics Ltd so that they are received before the end of the registration and advance voting period, this constitutes registration for the general meeting, provided that the shareholder information required for registration is provided.
Instructions relating to the advance voting may also be found on the Company’s website at www.wartsila.com/agm before advance voting begins. Additional information is also available during the registration period by phone +358 10 2818 909 from Monday to Friday at 9 a.m. – 12 noon and 1 – 4 p.m. EET.
In connection with the registration, a shareholder is requested to give his/her name, personal identification number or business ID, address, telephone number and the name and identification number of a possible proxy representative. The personal information collected will only be used in connection with the general meeting, the Q&A session following the meeting and registrations related to them.
3. 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. The proxy representative is also required to vote in advance in the manner instructed in this notice.
A proxy representative shall present a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the general meeting. When a shareholder participates in the general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the general meeting.
Proxy and voting instruction templates are available on the Company’s website at www.wartsila.com/agm on 15 February 2022 at 10 a.m. EET at the latest. The proxy documents shall be delivered by e-mail to agm@innovatics.fi or mailed or delivered as originals to Innovatics Ltd, Yhtiökokous/Wärtsilä, Ratamestarinkatu 13 A, 00520 Helsinki, Finland before the end of the advance voting period. Submitting a proxy before the end of the registration and advance voting period constitutes registration for the general meeting provided that the shareholder information required for registration is provided.
4. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the general meeting by virtue of such shares, based on which he/she on the record day of the general meeting, i.e. 21 February 2022, would be entitled to be registered in the shareholders’ register of the Company held by Euroclear Finland Oy. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Oy by 28 February 2022 at 10 a.m. EET. With regards to nominee registered shares, this constitutes due registration for the general meeting. Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights held in the meeting.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholders’ register of the Company, the issuing of proxy documents, and registration for the general meeting from his/her custodian bank. The account management organisation of the custodian bank will register a holder of nominee registered shares who wants to participate in the general meeting into the temporary shareholders’ register of the Company by the time stated above. The account management organisation of the custodian bank is requested to vote in advance on behalf of the holder of the nominee registered shares within the registration period applicable to nominee registered shares.
5. Other instructions and information
Shareholders who hold at least one per cent of all the Company’s shares are entitled to make counterproposals subject for voting to the agenda items of the general meeting. Such counterproposals shall be delivered to the Company by e-mail to yk@wartsila.com no later than 14 February 2022 at 2 p.m. EET. The shareholder submitting the counterproposal shall present sufficient evidence on his/her shareholding when delivering the counterproposal. The counterproposal shall be handled at the general meeting if the shareholder is entitled to attend the general meeting and if the shareholder holds at least one per cent of all the Company’s shares on the record date of the general meeting. In case a counterproposal is not taken to be handled in the general meeting, the votes given for the counterproposal shall be disregarded. The Company shall disclose possible counterproposals subject to voting on the Company’s website at www.wartsila.com/agm on 15 February 2022 at 10 a.m. EET at the latest.
A shareholder has the right to ask questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on topics to be considered by the general meeting by delivering such questions either by e-mail to yk@wartsila.com or by mail to Wärtsilä Corporation, Share Register, P.O. Box 1834, 00080 Wärtsilä, Finland until 18 February 2022 at 2 p.m. EET by which time the questions must have been received. Such questions from shareholders and the management’s answers to them shall be available on the Company’s website at www.wartsila.com/agm on 23 February 2022 at 4 p.m. EET at the latest. The shareholder asking a question shall present sufficient evidence on his/her shareholding when delivering the question.
As of the date of this notice, the total number of shares in Wärtsilä Corporation is 591,723,390. The company holds 1,700,000 treasury shares. Pursuant to the Limited Liability Companies Act, treasury shares do not entitle to participation in the General Meeting. Each share otherwise entitles its holder to one vote.
Helsinki, 27 January 2022
WÄRTSILÄ CORPORATION
Board of Directors
Appendix 1: Remuneration Policy for Governing Bodies of Wärtsilä
Appendix 2: Remuneration Report 2021
