Wärtsilä Oyj Abp — Proxy Solicitation & Information Statement 2024

Jan 31, 2024

Appendix 2: Proposal to amend Section 9 of the Articles of Association

Current wording	Proposed wording
9 § General Meeting	9 § General Meeting
The Annual General Meeting shall be held in the company's domicile by the end of June on a date determined by the Board of Directors.	The Annual General Meeting shall be held in the company's domicile by the end of June on a date determined by the Board of Directors.
At the Annual General Meeting, the following shall be	At the Annual General Meeting, the following shall be
decided:
1. approval of the financial statements and consolidated financial statements;
2. distribution of the profit shown in the balance sheet;
3. granting discharge from personal liability to the members of the Board of Directors and the CEO;
4. fees paid to the members of the Board of Directors;
5. number of the members of the Board of Directors;
6. fees paid to the auditor;
7. election of the members of the Board of Directors and
8. election of the auditor;	decided:
1. approval of the financial statements and consolidated financial statements;
2. distribution of the profit shown in the balance sheet;
3. granting discharge from personal liability to the members of the Board of Directors and the CEO;
4. advisory handling of the Remuneration Policy, as required
5. advisory handling of the Remuneration Report
6. fees paid to the members of the Board of Directors;
7. number of the members of the Board of Directors;
8. fees paid to the auditor;
9. fees paid for the assurance of the corporate sustainability reporting
10. election of the members of the Board of Directors
11. election of the auditor and
12. election of the firm for the assurance of the corporate sustainability reporting;
handled:
9. other issues mentioned in the notice to the meeting.	handled:
13. other issues mentioned in the notice to the meeting.
	The Board of Directors may decide on organising a General Meeting without a meeting venue whereby the shareholders shall exercise their power of resolution during the meeting in full and in real time using telecommunication connection and technical means (remote meeting).