Notice to convene the Annual General Meeting of
Notice is given to the shareholders of
The meeting will be held on the basis of the so-called temporary act 677/2020 that entered into force on
It will be possible for the shareholders who have registered for the meeting to follow the meeting via a video stream and pose questions or comments via a "chat" function during the meeting. Following the meeting via the video stream or posing questions or comments via the "chat" function does not mean official participation in the general meeting or exercise of the shareholders' right to speak and vote at the general meeting. Accordingly, questions posed via the "chat" function are not questions referred to in Chapter 5, Section 25 of the Finnish Limited Liability Companies Act, which must be delivered in advance as described below. After the general meeting, the streaming will continue in the form of a separate Q&A session during which the questions and comments raised via the "chat" function will be discussed by the Company representatives. This Q&A session will be limited to one hour's time and it is not part of the general meeting.
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
- Attorney at Law Juha Väyrynen shall act as the Chair of the meeting. If due to weighty reasons Juha Väyrynen is not able to act as the Chair, the Board shall appoint another person it deems most suitable to act as the Chair. The Executive Vice President, Corporate Relations and Legal Affairs
3. Election of the person to scrutinize the minutes and to supervise the counting of votes
- The person to scrutinize the minutes and to supervise the counting of votes shall be Attorney at Law
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
- Shareholders who have voted in advance within the advance voting period and have the right to attend the general meeting under Chapter 5, Section 6 and Chapter 5, Section 6a of the Finnish Limited Liability Companies Act shall be deemed shareholders represented at the meeting. The list of votes will be adopted based on information provided by
6. Presentation of the annual accounts, the report of the Board of Directors and the auditor's report for the year 2020
- As participation in the general meeting is possible only in advance, the annual accounts, including the report of the Board of Directors and the auditor's report, which are to be published by the Company latest on
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 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 revised Remuneration Policy for Governing Bodies
- The Remuneration Policy for Governing Bodies was presented to the Annual General Meeting on
11. Advisory handling of the Remuneration Report 2020 for Governing Bodies
- The Remuneration Report 2020 for governing bodies has been attached to this notice and is available also on the Company's website at www.wartsila.com/agm. As participation in the general meeting is possible only in advance, the Remuneration Report 2020 for the Governing Bodies is deemed to have been presented to the general meeting for advisory handling.
12. Resolution on the remuneration of the members of the Board of Directors
- The Shareholders' Nomination Board proposes that the annual remuneration as well as the fixed fees for the committee work remain unchanged.
- The annual remuneration payable to the members of the Board shall be
- 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
13. Resolution on the number of members of the Board of Directors
- The Shareholders' Nomination Board proposes to the general meeting that the number of the Board members be eight.
14. Election of members of the Board of Directors
-
- The Shareholders' Nomination Board proposes to the 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
15. 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.
16. Election of auditor
- The Audit Committee of the Board proposes that the audit firm
17. 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
- 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.
18. 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 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
19. Closing of the meeting
B. Documents of the general meeting
The revised Remuneration Policy for Governing Bodies of
C. Instructions for the participants in the general meeting
Shareholders and their proxy representatives may participate in the general meeting and exercise shareholder rights only in advance in the manner described below.
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on
2. Registration and advance voting
Registration for the meeting and advance voting will begin on
A shareholder, who has a personal Finnish book-entry account, can register and vote in advance on certain items on the agenda of the general meeting from
a) through the Company's website: www.wartsila.com/agm_register
Please note that the strong electronic identification for the registration and voting in advance 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 regular mail or e-mail
A shareholder may send the advance voting form available on the Company's website on
Instructions relating to the advance voting may also be found on the Company's website at www.wartsila.com/agm before advance voting begins. Additional information is also available during the registration period 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, personal identification number or business ID, address, telephone number and the name and identification number of a possible proxy representative. The personal information collected will only be used in connection with the general meeting, the Q&A session following the meeting and registrations related to them.
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. The proxy representative is also required to vote in advance in the manner instructed in this notice.
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.
Proxy and voting instruction templates are available on the Company's website at www.wartsila.com/agm on
4. 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 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. The account management organisation of the custodian bank is requested to vote in advance on behalf of the holder of the nominee registered shares within the registration period applicable to nominee registered shares.
5. Other instructions and information
Shareholders who hold at least one per cent of all the Company's shares are entitled to make counterproposals subject for voting to the agenda items of the general meeting. Such counterproposals shall be delivered to the Company by e-mail to yk@wartsila.com no later than
A shareholder 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 by delivering such questions either by e-mail to yk@wartsila.com or by mail to
As of the date of this notice, the total number of shares and votes in
WÄRTSILÄ CORPORATION
Board of Directors
Appendix 1: Remuneration Policy for Governing Bodies of
Appendix 2: Remuneration Report 2020
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