Wärtsilä Oyj Abp — Proxy Solicitation & Information Statement 2011

Jan 28, 2011

Notice to the annual general meeting of Wärtsilä Corporation

Notice to the annual general meeting of Wärtsilä Corporation

Wärtsilä Corporation NOTICE TO CONVENE THE ANNUAL GENERAL MEETING 28 January
2011 at 8.50 am EET

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.

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. Presentation of the annual accounts, the report of the Board of Directors
   and the auditor's report for the year 2010
   - Review by the CEO

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
   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.

9. Resolution on the discharge of the members of the Board of Directors and the
   CEO from liability

10. 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 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.

11. 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 9.

12. Election of members of the Board of Directors

13. 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.

14. In the election 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 from the current members of the Board of Directors M.Sc. (Techn),
    MBA Maarit Aarni-Sirviö, managing director Kaj-Gustaf Bergh, M.Sc. (Econ), MBA
    Alexander Ehrnrooth, M.Sc. (Econ) Paul Ehrnrooth, managing director Bertel
    Langenskiöld,  B.Sc. (Econ) Mikael Lilius and managing director Matti Vuoria be
    elected as members of the Board. As new members of the Board of Directors are
    proposed President (Sandvik Mining & Construction) Lars Josefsson and CFO of
    Stora Enso Markus Rauramo. The above-mentioned persons have given their consent
    to the position. Also, the above-mentioned persons have brought to the attention
    of the Company that if they become selected, they will select Mikael Lilius as
    Chairman and Matti Vuoria as Deputy Chairman of the Board.

15. Resolution on the remuneration of the auditor
    It is proposed that the auditor be reimbursed according to the auditor's
    invoice.

16. Election of auditor
    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.

15. Free share issue ("share split")
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 25 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.

16. Closing of the meeting

B.  Documents of the general meeting
The proposals for the decisions on the matters on the agenda of the general
meeting, as well as this notice, are available on Wärtsilä Corporation's website
atwww.wartsila.com/investors. The electronic 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 10 February 2011. The proposals for decisions and the other above-
mentioned documents 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 of 17 March 2011 at
the latest.

C.  Instructions for the participants in the general meeting

1. Shareholders registered in the shareholders' register

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.

A shareholder, who is registered in the shareholders' register of the company
and who wants to participate in the general meeting, shall register for the
meeting no later than 28 February 2011 by giving a prior notice of participation
which shall be received by the company no later than on the above-mentioned
date. Such notice can be given:
a) by e-mail:yk@wartsila.com
b) on the company's websitewww.wartsila.com/agm_register
c) by telephone (09.00 am to 12 noon on weekdays) +358 10 7095 282/Birgitta
Rahola
d) by telefax +358 10 7095 283; or
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.

1. 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
   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.

1. 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. 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.

2. Other instructions and information
   Pursuant to chapter 5, section 25 of the Companies 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.

As of the date of this notice, the total number of shares and votes in Wärtsilä
Corporation is 98,620,565.

Helsinki, 28 January 2011

WÄRTSILÄ CORPORATION

ENCLOSURES

1.     PROPOSAL OF THE BOARD
Proposal of the board

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.

The Board of Directors proposes to the Annual General Meeting that the company's
distributable earnings be disposed of in the following way:

+---------------------------------------------------------+--------------------+
|EUR |  |
+---------------------------------------------------------+--------------------+
|A dividend of 1.75 euro per share be paid, making a total| |
|of | 172,585,988.75 euro|
+---------------------------------------------------------+--------------------+
|An extra dividend of 1.00 euro per share be paid, making | |
|a total of | 98,620,565.00 euro |
+---------------------------------------------------------+--------------------+
|That the following sum be retained in shareholders' | |
|equity | 629,892,528.73 euro|
+---------------------------------------------------------+--------------------+
|Totalling | 901,099,082.48 euro|
+---------------------------------------------------------+--------------------+

No significant changes have taken place in the company's financial position
since the end of the financial year. The company's liquidity is good and in the
opinion of the Board of Directors the proposed dividend will not put the
company's solvency at risk.

[HUG#1483210]