Notice to convene the Annual General Meeting of
The Annual General Meeting of
The shareholders can exercise shareholder rights by voting in advance. Instructions for shareholders to vote in advance are provided in section C of this notice.
The shareholders can follow the meeting via a video stream in Finnish or English. Instructions for following the video stream are available on the Company's website at www.wartsila.com/agm. It is not possible to pose questions, make counterproposals or otherwise request to speak or vote in the meeting through the online video stream. Following the meeting via the video stream does not mean participation in the meeting or exercising the shareholder rights.
A. Matters on the agenda of the general meeting
The meeting shall consider the following matters:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the 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 2023
- Review by the CEO
The annual accounts, the report of the Board of Directors and the auditor's report will be available on the Company's website www.wartsila.com/annualreport from
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
- The Board of Directors proposes to the Annual General Meeting that a dividend of
- The first instalment of
- The second instalment of
9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability
10. Advisory handling of the Remuneration Report 2023 for Governing Bodies
- The Remuneration Report 2023 for governing bodies has been attached to this notice and is available also on the Company's website at www.wartsila.com/agm.
11. Resolution on the remuneration of the members of the Board of Directors
- The Shareholders' Nomination Board proposes to the Annual General Meeting that the remuneration to the members of the Board shall be as follows:
- The annual remuneration payable to the members of the
- In addition, the meeting fees for the Board meetings shall be paid as follows: The Chair shall be paid
- In the case a board member is domiciled in a European country other than the Nordic countries, a meeting fee of
- The Shareholders' Nomination Board further proposes that the Chair of the Audit Committee will receive a fixed fee of
- Approximately 40% of the annual Board remuneration is proposed to be paid in
- For the remuneration to be paid in
12. Resolution on the number of members of the Board of Directors
- The Shareholders' Nomination Board proposes to the Annual General Meeting that the number of the Board members be eight.
13. Election of members of the Board of Directors
- The Shareholders' Nomination Board proposes to the Annual General Meeting that
- The above-mentioned persons have given their consent to the election. Also, the above-mentioned persons have brought to the attention of the Company that, if they become selected, they will select
- The above-mentioned persons have also informed the Company that, if they become selected, they will appoint the following persons to the Board's committees:
Audit Committee:
-
-
-
People Committee:
-
-
-
14. Resolution on the remuneration of the auditor
- The Audit Committee of the Board proposes to the Annual General Meeting that the auditor be reimbursed according to the auditor's invoice approved by the Company.
15. Election of auditor
- The Audit Committee of the Board proposes to the Annual General Meeting that the audit firm
16. Resolution on the remuneration for the assurance of the Corporate Sustainability Reporting
- The Audit Committee of the Board proposes to the Annual General Meeting that the assurance of the Corporate Sustainability Reporting be paid according to the assurance firm's invoice approved by the Company.
17. Election of the assurance firm for the Corporate Sustainability Reporting
- The Audit Committee of the Board proposes to the Annual General Meeting that the audit firm
18. Proposal by the Board of Directors to amend the Articles of Association
- The Board of Directors proposes to the Annual General Meeting that Section 9 (General Meeting) of the Articles of Association to be changed in its entirety as follows:
"§ 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.
At the Annual General Meeting, the following shall be
decided
- approval of the financial statements and consolidated financial statements;
- distribution of the profit shown in the balance sheet;
- granting discharge from personal liability to the members of the Board of Directors and the CEO;
- advisory handling of the Remuneration Policy, as required
- advisory handling of the Remuneration Report
- fees paid to the members of the Board of Directors;
- number of the members of the Board of Directors;
- fees paid to the auditor;
- fees paid for the assurance of the corporate sustainability reporting
- election of the members of the Board of Directors
- election of the auditor and
- election of the firm for the assurance of the corporate sustainability reporting;
handled
- 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)."
19. Authorisation to repurchase the Company's own shares
The Board of Directors proposes to the Annual General Meeting 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
- 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 decision by the Annual General Meeting.
20. Authorisation to issue shares
The Board of Directors proposes to the Annual General Meeting 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 to develop the capital structure of the Company or to finance or carry out acquisitions or other arrangements. Additionally, the authorisation can also be used as part of the Company's incentive schemes for up to 10,000,000 shares, which represents 1.69% of all the shares in the Company.
- 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 18 months from the decision by the Annual General Meeting. However, the authorisation regarding incentive schemes shall be valid for five years from the decision.
This authorisation revokes the authorisation given by the Annual General Meeting on
21. Closing of the meeting
B. Documents of the general meeting
The above-mentioned proposals for the decisions on the matters on the agenda of the general meeting and this notice are available on the Company's website at www.wartsila.com/agm. The annual report of
The minutes of the meeting will be available on the Company's website at www.wartsila.com/agm as of
This notice which includes all the proposals for the decisions is available on the Company's website at www.wartsila.com/agm.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the general meeting
Registration for the general meeting will begin on
a) through the Company's website: www.wartsila.com/agm
Please note that the strong electronic identification for the registration requires the use of Finnish or Swedish online banking credentials or mobile certificate and the shareholder needs to provide his/her personal identity code or business ID, e-mail address and/or telephone number.
b) by e-mail or regular mail; by e-mail to agm@innovatics.fi and by mail to
c) by phone +358 10 2818 909 from Monday to Friday at
In connection with the registration, a shareholder is requested to give his/her name, date of birth/personal identification number or business ID, address, telephone number and e-mail address as well as the name and the date of birth/identification number of a possible proxy representative. The personal information collected will only be used in connection with the general meeting and the registrations related to it.
A shareholder, its representative or the shareholder's proxy representative must be able to show his/her identity and/or the representation right.
2. 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.
A holder of nominee registered shares is advised to request without delay necessary instructions regarding the temporary registration in the 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 cause a holder of nominee registered shares who wants to participate in the general meeting to be registered into the temporary shareholders' register of the Company by the time stated above.
3. 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 present 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.
The relevant proxy documents shall be mailed or delivered as originals to
Shareholders that are legal entities can also use the electronic Suomi.fi authorisation service for authorising their proxies instead of using the traditional proxy authorisation. The representative shall be appointed in the Suomi.fi service at www.suomi.fi/e-authorisations (using the authorisation topic "Representation at the General Meeting"). When registering, the representative must identify him/herself with strong electronic authentication, after which the electronic mandate is automatically checked. The strong electronic authentication works with personal banking codes or a mobile certificate. For more information, see www.suomi.fi/e-authorisations.
4. Voting in advance
Shareholders, who have a Finnish book-entry account, can registerer and vote in advance between
- on
Wärtsilä's website at: www.wartsila.com/agm
Please note that the strong electronic identification for the registration and online voting requires the use of Finnish or Swedish online banking credentials or mobile certificate and the shareholder needs to provide his/her personal identity code or business ID, e-mail address and/or telephone number.
b) By mail or by email
A shareholder or proxy who registers by mail or e-mail and wishes to vote in advance shall send the available registration and/or advance voting form available on the company's website at www.wartsila.com/agm or corresponding information to
A shareholder who has voted in advance cannot exercise the right to ask questions under the Limited Liability Companies Act except in writing in advance and has no right to demand a vote unless he/she attends the Annual General Meeting in person or by proxy at the meeting venue.
Advance voting for holders of nominee-registered shares is carried out via the account manager. The account manager may vote in advance on behalf of the holders of nominee-registered shares he/she represents in accordance with the voting instructions given by the holders of nominee-registered shares during the registration period applicable to holders of nominee-registered shares.
The proposal for a resolution subject to an advance vote shall be deemed to have been submitted unchanged to the general meeting.
5. Other instructions and information
A shareholder present at the general meeting has the right to ask questions pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act on topics to be considered by the general meeting. The shareholder asking a question shall present sufficient evidence on his/her shareholding when delivering the question.
Changes in shareholding after the record date do not affect the right to participate in the meeting or the number of voting rights of the shareholder.
As of the date of this notice, the total number of shares in
WÄRTSILÄ CORPORATION
Board of Directors
Appendix 1: Remuneration Report 2023
Appendix 2: Proposal to amend Section 9 of the Articles of Association
https://news.cision.com/wartsila-corporation/r/notice-to-convene-the-annual-general-meeting-of-wartsila-corporation,c3919589
https://mb.cision.com/Public/15003/3919589/a0a95f537bf2af57.pdf
https://mb.cision.com/Public/15003/3919589/8afe7581a9971e5a.pdf
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