Wärtsilä Oyj Abp — Proxy Solicitation & Information Statement 2025

Feb 5, 2025

Appendix 3: Proposal to amend Articles 7 and 9 of the Articles of Association

Current wording	Proposed wording
§ 7 AUDITOR
The company has one external auditor that must be an audit firm approved by the Central Chamber of Commerce.

The auditor’s term ends at the closing of the subsequent Annual General Meeting. | § 7 AUDITOR
The company has one external auditor that must be an audit firm approved by the Finnish Patent and Registration Office.

The auditor’s term ends at the closing of the next Annual General Meeting following the start of the auditor’s term. |
| § 9 GENERAL MEETING
The Annual General Meeting shall be held by the end of June, on the date determined by the Board, at the company’s registered domicile.

The Annual General Meeting shall decide on
1. adopting the financial statements and the consolidated financial statements,
2. using the profit shown on the balance sheet,
3. discharging members of the Board and the CEO from liability,
4. supporting remuneration policies as needed,
5. approving the remuneration report,
6. the remuneration of the members of the Board,
7. the number of directors on the Board,
8. the external auditor’s fee,
9. the sustainability reporting verifier’s fee,
10. electing the members of the Board,
11. electing the external auditor, and
12. electing the sustainability auditor

shall process
13. other matters mentioned in the notice of the meeting.

The Board of Directors may decide on organizing 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). | § 9 GENERAL MEETING
The Annual General Meeting shall be held by the end of June, on the date determined by the Board, at the company’s registered domicile.

The Annual General Meeting shall decide on
1. adopting the financial statements and the consolidated financial statements,
2. using the profit shown on the balance sheet,
3. discharging members of the Board and the CEO from liability,
4. supporting remuneration policies as needed,
5. approving the remuneration report,
6. the remuneration of the members of the Board,
7. the number of directors on the Board,
8. the external auditor’s fee, when necessary
9. the sustainability reporting verifier’s fee,
10. electing the members of the Board,
11. electing the external auditor, when necessary, and
12. electing the sustainability auditor

shall process
13. other matters mentioned in the notice of the meeting.

The Board of Directors may decide on organizing 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). |