Wärtsilä Oyj Abp — Proxy Solicitation & Information Statement 2020

Jan 30, 2020

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, 30 January 2020 at 8:40 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 5 March 2020 at 3.00 pm at Messukeskus,
Messuaukio 1, 00520 Helsinki, Finland (Messukeskus Siipi entrance). 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 2019

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
    0.48 per share shall be paid for the financial year 2019. The dividend shall be
    paid in two instalments.

11. The first instalment of EUR 0.24 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 day of 9 March 2020. The payment day proposed by the
    Board for this instalment is 16 March 2020.

12. The second instalment of EUR 0.24 per share shall be paid in September 2020.
    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 8 September 2020. The
    dividend record day for the second instalment as per the current rules of the
    Finnish book-entry system would be 10 September 2020 and the dividend payment
    day 17 September 2020.

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

14. Presentation of the Remuneration Policy for Governing Bodies

15. Establishment of the Shareholders’ Nomination Board and adoption of its
    Charter

16. The Board of Directors proposes that the Annual General Meeting decides to
    establish a Shareholders’ Nomination Board to prepare matters pertaining to the
    appointment and remuneration of the board of directors.  It is also proposed
    that the Charter of the Shareholders’ Nomination Board be adopted as per the
    attachment.

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 as
    well as the fixed fees for the committee work remain unchanged.

19. 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, the Nomination Committee of the Board
    proposes that each member will be paid EUR 750 per Board meeting attended. The
    chairman’s meeting fee shall be double this amount.

20. 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 and 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.

21. 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.

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

23. The Nomination Committee of the Board proposes to the general meeting that the
    number of the Board members be eight.

24. Election of members of the Board of Directors

Mikael Lilius and Kaj-Gustaf Bergh have informed that they are not available for
the re-election of the members of the Board.

• The Nomination Committee of the Board proposes to the general meeting that
  Maarit Aarni-Sirviö, Karin Falk, Johan Forssell, Tom Johnstone, Risto Murto and
  Markus Rauramo be re-elected as members of the Board. The Nomination Committee
  proposes as new members of the Board Karen Bomba and Mats Rahmström.

• 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 Tom Johnstone as Chairman and Markus
  Rauramo as Deputy Chairman of the Board.

• 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.

• 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 year
  2020.

• 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 authorisation of the shareholders’ meeting.

• 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 e.g. to develop the capital structure
  of the Company, to finance or carry out acquisitions or other arrangements, or
  to use the shares as part of the Company’s incentive schemes.

• 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 three years from the authorisation of the shareholders’ meeting, and it
  cancels the authorisation given by the General Meeting on 7 March 2019 to
  distribute the Company’s own shares.

19.  Closing of the meeting

B. Documents of the general meeting

The Remuneration Policy for Governing Bodies of Wärtsilä and the Charter for the
Shareholders’ Nomination Board are attached to this notice. They are also
available on Wärtsilä Corporation’s website at www.wartsila.com/investors,
together with the proposals for the decisions on the matters on the agenda of
the general meeting and this notice. 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 13 February 2020. 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 20
March 2020 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 24 February 2020 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 2 March 2020 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 1834, FI
-00080 WÄRTSILÄ, Finland.

In connection with the registration, a shareholder shall notify his/her name,
date of birth, telephone number, as well as 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. 24 February 2020, 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 by 2 March 2020 at 10:00
am. With regards to 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 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 1834, FI-00080 WÄRTSILÄ, 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 591,723,390.

Helsinki, 29 January 2020

WÄRTSILÄ CORPORATION

Board of Directors

Appendix 1: Remuneration Policy for Governing Bodies of Wärtsilä

Appendix 2: Charter for the Shareholders’ Nomination Board

Attachments: