Wärtsilä Oyj Abp — Proxy Solicitation & Information Statement 2018

Jan 31, 2018

Notice to convene the Annual General Meeting of Wärtsilä Corporation

Notice to convene the Annual General Meeting of Wärtsilä Corporation

Wärtsilä Corporation, Stock exchange release, 31 January 2018 at 8.35 am EET

Notice to convene the Annual General Meeting of Wärtsilä Corporation

Notice is given to the shareholders of Wärtsilä Corporation to the Annual
General Meeting to be held on Thursday 8 March 2018 at 3.00 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 1.30 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 2017

7. Review by the CEO

8. Adoption of the annual accounts

9. Resolution on the use of the profit shown on the balance sheet and the
   payment of dividend

10. The Board of Directors proposes to the general meeting that a dividend of EUR
    1.38 per share shall be paid for the financial year 2017. The dividend shall be
    paid in two instalments.

11. The first instalment of EUR 0.69 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 12 March 2018. The payment day proposed by
    the Board for this instalment is 19 March 2018.

12. The second instalment of the dividend shall be paid in September 2018. If the
    general meeting approves the Board’s proposal concerning a share issue without
    payment in accordance with section 16, the second instalment will be divided
    between one old and two new shares so that EUR 0.23 will be paid on each share.
    If the general meeting does not approve the share issue without payment pro
    -posed by the Board, the second instalment will be paid in the same manner as
    the first, i.e. EUR 0.69 per share.

13. 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 2018. The
    dividend record day for the second instalment as per the current rules of the
    Finnish book-entry system would be 20 September 2018 and the dividend payment
    day 27 September 2018.

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

15. Remuneration principles

16. Review of the remuneration principles of the Company by the Chairman of the
    Board.

17. Resolution on the remuneration of the members of the Board of Directors

18. The Nomination Committee of the Board proposes that the annual remuneration
    payable to the members of the Board shall be as follows: EUR 140,000 for the
    Chairman, EUR 105,000 for the Deputy Chairman and EUR 70,000 for the ordinary
    members. In addition, the Nomination Committee of the Board proposes that the
    meeting fees shall be as follows: each member will be paid EUR 750/Board meeting
    attended. The chairman’s meeting fee shall be double this amount.

19. The Nomination Committee further proposes that 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 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 a fixed fee of EUR 8,000 and each member of the Committee a
    fixed fee of EUR 4,000 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 in relation of 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.

1. Resolution on the number of members of the Board of Directors

2. The Nomination Committee of the Board proposes to the general meeting that the
   number of the Board members be 8.

3. Election of members of the Board of Directors

4. The Nomination Committee of the Board proposes to the general meeting that
   Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Karin Falk, Johan Forssell, Tom
   Johnstone, Mikael Lilius, Risto Murto and Markus Rauramo be re-elected as
   members of the Board.

5. 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 Tom
   Johnstone as Deputy Chairman of the Board.

6. Resolution on the remuneration of the auditor

7. The Audit Committee of the Board proposes that the auditor be reimbursed
   according to the auditor’s invoice approved by the Company.

8. Election of auditor

9. The Audit Committee of the Board proposes that the audit firm
   PricewaterhouseCoopers Oy be elected as the auditor of the Company for the year
   2018.

10. Share issue without payment (Share Split)

11. The Board of Directors proposes to the general meeting that in order to
    enhance the liquidity of the company’s share, new shares shall be issued to the
    shareholders without payment in proportion to their holdings so that 2 new
    shares are issued for each share (split). Based on the number of shares as at
    the date of this notice, a total of 394,482,260 new shares will be issued. The
    shares shall be issued to the shareholders who are registered in the list of
    shareholders maintained by Euroclear Finland Ltd on the record day of the share
    issue of 12 March 2018. The share issue without payment shall be executed in the
    book-entry system and will not require any actions by the shareholders. The new
    shares will generate shareholder rights as of 12 March 2018 when they have been
    registered in the trade register. The new shares will not entitle their holders
    to the first instalment of the dividend as defined in section 8 above, but they
    will entitle to the second instalment of the dividend as referred to in the same
    section.

12. Authorisation to repurchase and distribute the Company’s own shares

Subject to the approval of the proposal set forth in section 16 of this notice
“Share issue without payment (Share Split)”, and the registration of the new
shares, the Board of Directors proposes the following:

a) 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 represents 9.63% of all the shares in
  the Company.

• Own shares will be repurchased using the Company’s unrestricted shareholders’
  equity, which means that the repurchases reduce the funds available for
  distribution of profits. The shares may be repurchased through public trading at
  the prevailing market price formed in public trading on the Nasdaq Helsinki Oy
  on the date of repurchase.

• The shares will be repurchased in order to develop the capital structure of
  the Company, to finance or carry out acquisitions or other arrangements, 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 in
  deviation from the shareholders’ pre-emptive rights.

• 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.

b) that the Annual General Meeting authorises the Board of Directors to resolve
to distribute the Company’s own shares in one or more instalments on the
following conditions:

• The Board of Directors is authorised to distribute a maximum of 57,000,000
  shares in the Company, which represents 9.63% of all the shares in the Company.

• The Board of Directors is authorised to resolve to whom and in which order the
  own shares will be distributed. The Board of Directors is authorised to decide
  on the distribution of the Company’s own shares otherwise than in proportion to
  the existing pre-emptive right of the shareholders to purchase the Company’s own
  shares.

• The shares can be used as consideration e.g. in acquisitions or other
  arrangements in the manner and to the extent decided by the Board of Directors.
  The Board of Directors has also the right to decide on the distribution of the
  shares in public trading for the purpose of financing possible acquisitions.

• The authorisation includes the right for the Board of Directors to resolve
  upon all other terms and conditions for the distribution of the shares held by
  the Company.

• The authorisation for the Board of Directors to distribute the Company’s own
  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 2 March 2017 to distribute the Company’s own shares.

If the general meeting does not approve the share issue without payment as per
section 16 of this notice, the Board of Directors proposes that the maximum
amount for the authorization to repurchase shall be 19,000,000 shares and that
the maximum amount for the authorization to distribute the shares would also be
19,000,000 shares, all other conditions remaining as per the above proposal.

18.  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
at www.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 15 February 2018. 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 22
March 2018 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 26 February 2018 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 5 March 2018 at 16.00 hours 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 website www.wartsila.com/agm_register

c) by telephone (09.00 am to 12 noon on weekdays) +358 10 709 5282/Anita
Nenonen, or

d)  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
day of the general meeting, i.e. 26 February 2018, 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 5 March
2018 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.

1. 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 197,241,130.

Helsinki, 30 January 2018

WÄRTSILÄ CORPORATION

Board of Directors