Wärtsilä Oyj Abp — Proxy Solicitation & Information Statement 2020

Dec 18, 2020

Proposals of the Shareholders’ Nomination Board to Wärtsilä’s Annual General Meeting 2021

Proposals of the Shareholders’ Nomination Board to Wärtsilä’s Annual General Meeting 2021

Wärtsilä Corporation, Stock exchange release, 18.12.2020 at 9:30 am EET

Proposals of the Shareholders’ Nomination Board to Wärtsilä’s Annual General
Meeting 2021

The Shareholders' Nomination Board, established by Wärtsilä’s Annual General
Meeting on 5 March 2020, presents the following proposals to the Annual General
Meeting to be held on 4 March 2021. The proposals will be included in the notice
to the Annual General Meeting to be published at a later date.

Proposal on the composition of the Board of Directors

The Shareholders' Nomination Board proposes that the number of Board members
shall be eight.

The Nomination Board proposes that Maarit Aarni-Sirviö, Karen Bomba, Karin Falk,
Johan Forssell, Tom Johnstone, Risto Murto and Mats Rahmström shall be re
-elected as members of the Board. Markus Rauramo has informed that he is not
available for the re-election to the Board of Directors. Consequently, the
Nomination Board proposes that Tiina Tuomela shall be elected as a new member of
the Board. A brief presentation of Tiina Tuomela can be found on Wärtsilä’s
website at www.wartsila.com/investors.

All the proposed Board members are determined to be independent of the company.
With the exception of Tom Johnstone and Johan Forssell, all proposed members are
also determined to be independent of the company’s significant shareholders. Tom
Johnstone is determined to be dependent of significant shareholders, due to his
position on the board of Investor AB. Johan Forssell is determined to be
dependent of significant shareholders, due to his position as the President and
CEO of Investor AB.

The proposed Board members have all given their consent to being elected. The
members of the Board of Directors will elect from amongst themselves the
Chairman and Deputy Chairman of the Board. The persons to be elected to these
Board positions will be communicated at a later date.

Proposal on the remuneration of the Board of Directors

The Shareholders’ Nomination Board proposes that the annual remuneration to the
Board of Directors, as well as the fixed fees for the committee work, remain
unchanged as follows:

· The annual remuneration payable to the members of the Board shall be EUR
140,000 for the Chairman, EUR 105,000 for the Deputy Chairman and EUR 70,000 for
the ordinary members. In addition, each member shall be paid EUR 750 per Board
meeting attended. The chairman’s meeting fee shall be double this amount.
· The Chairman of the Audit Committee shall 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 People Committee shall receive 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.

Composition of the Shareholders’ Nomination Board

In accordance with the decision of the Wärtsilä’s Annual General Meeting, the
Nomination Board consists of five members. Four representatives are nominated by
the company’s four largest shareholders, with the fifth member being the
Chairman of Wärtsilä’s Board of Directors. The four largest shareholders are
determined on the basis of the shareholders’ register maintained by Euroclear
Finland Ltd. as of 1 June preceding the Annual General Meeting of shareholders.

In 2020, the following members were appointed to the Shareholder’s Nomination
Board: Petra Hedengran representing Invaw Invest AB (the Chair), Reima Rytsölä
representing Varma Mutual Pension Insurance Company, Mikko Mursula representing
Ilmarinen Mutual Pension Insurance Company, Satu Huber representing Elo Mutual
Pension Insurance Company, and Chairman of the Board of Directors of Wärtsilä
Tom Johnstone. Tom Johnstone did not take part in deciding on the Nomination
Board's proposals related to the remuneration to be paid to the Board of
Directors.

For further information, please contact:

Kari Hietanen
Executive Vice President, Corporate Relations and Legal Affairs
Tel: +358 10 709 5609
kari.hietanen@wartsila.com
For investor information, please contact:

Natalia Valtasaari
Vice President, Investor Relations
Tel: +358 10 709 5637
natalia.valtasaari@wartsila.com

Wärtsilä in brief
Wärtsilä is a global leader in smart technologies and complete lifecycle
solutions for the marine and energy markets. By emphasising sustainable
innovation, total efficiency and data analytics, Wärtsilä maximises the
environmental and economic performance of the vessels and power plants of its
customers. In 2019, Wärtsilä’s net sales totalled EUR 5.2 billion with
approximately 19,000 employees. The company has operations in over 200 locations
in more than 80 countries around the world. Wärtsilä is listed on Nasdaq
Helsinki.
www.wartsila.com