Notice is given to the shareholders of Wärtsilä Corporation to the annual general meeting to be held on Thursday 3 March 2011 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.
The Board of Directors proposes to the general meeting that a dividend of EUR 1.75 per share and an extra dividend of EUR 1.00 per share, totalling EUR 2.75 per share, be paid for the financial year 2010. The dividends will be paid to the shareholders who are registered in the list of shareholders maintained by Euroclear Finland Ltd on the record date which is 8 March 2011. The payment date proposed by the Board for the dividends is 15 March 2011.
The Nomination Committee of the Board proposes that the annual remuneration payable to the members of the Board in 2011 be as follows: for the Chairman EUR 120.000, for the Deputy Chairman EUR 90.000 and for the ordinary members EUR 60.000. In addition, the Nomination Committee of the Board proposes that each member will be paid EUR 400/meeting of the Board and its Committees 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.
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 9.
- Ole Johansson and Antti Lagerroos have informed that they are not available as member of the Board when the general meeting elects the members of the Board.
and Matti Vuoria as Deputy Chairman of the Board.
It is proposed that the firm of public auditors KPMG Oy Ab be re-elected as the auditor of the Company for the year 2011.
It is proposed that the company would give a free share issue, applying the pre-emptive right of the shareholders, so that for each old share one new share would be issued. Thereby a total of 98,620,565 new shares would be issued. The free share issue would be executed in the book-entry system and would not require any actions by the shareholders. The new shares would generate shareholder rights as of 8 March 2011 when they would have been registered in the trade register. The new shares would not give dividend rights for the dividend for 2010 decided upon in the annual general meeting.
March 2011 at the latest.
Each shareholder, who is registered on 21 February 2011 in the shareholders’ register of the Company held by Euroclear Finland Ltd., 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.
e) 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 or proxy representative and the personal identification number of a proxy representative. The personal data given to Wärtsilä Corporation is used only in connection with the general meeting and with the processing of related registrations.
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 date of the general meeting, i.e. 21 February 2011, would be entitled to be registered in the shareholders’ register held by Euroclear Finland Ltd. 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 Ltd at the latest by 28 February 2011 by 10.00 am. As regards nominee registered shares this constitutes due registration for the general 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 at the latest by the time stated above.
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. 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.
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.
The parent company’s distributable funds total 901,099,082.48 euro, which includes 487,792,193.41 euro in net profit for the year. There are 98,620,565 shares with dividend rights.