Decisions of Wärtsilä's Annual General Meeting 6 March 2014

Wärtsilä Corporation, Minutes of Annual General Meeting, 6 March 2014 at 17.00 EET 

Decisions of Wärtsilä's Annual General Meeting 6 March 2014

Wärtsilä's Annual General Meeting approved the financial statements and discharged the members of the Board of Directors and the company's President & CEO from liability for the financial year 2013. The Meeting approved the Board of Directors' proposal to pay a dividend of EUR 1.05 per share. The dividend will be paid to shareholders who are recorded in the company's shareholder register maintained by Euroclear Finland Ltd. The record date is 11 March 2014. The dividend will be paid on 18 March 2014.

The Annual General Meeting approved the following fees to the members of the Board of Directors:

- to the ordinary members EUR 60,000/year
- to the deputy chairman EUR 90,000/year
- to the chairman EUR 120,000/year

In addition, each member will be paid EUR 400/meeting of the Board attended, the chairman's meeting fee being double this amount. Each member of the Nomination Committee and the Remuneration Committee will be paid EUR 500/committee meeting attended and each member of the Audit Committee will be paid EUR 1,000/committee meeting attended, the chairmen's meeting fees being double these amounts. Roughly 40% of the annual fee is paid in Wärtsilä shares.

Board of Directors and Auditor

The Annual General Meeting decided that the Board of Directors shall have nine members. The following were elected to the Board: M.Sc. (Techn), MBA Maarit Aarni-Sirviö, Managing Director Kaj-Gustaf Bergh, M.Sc. (Eng) Sune Carlsson, M.Sc. (Econ), MBA Alexander Ehrnrooth, M.Sc. (Econ) Paul Ehrnrooth, B.Sc. (Econ) Mikael Lilius, Managing Director Risto Murto, President and CEO Gunilla Nordström and Executive Vice President Markus Rauramo.

It was decided to pay the auditors' fees as invoiced and approved by the company. The firm of public auditors KPMG Oy Ab was appointed as the company's auditors for the year 2014.

Authorisation to repurchase and distribute the Company's own shares

The Board of Directors was authorised to resolve to repurchase a maximum of 19,000,000 of the Company's own shares. 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.

The Board of Directors was authorised to resolve to distribute a maximum of 19,000,000 of the Company's own shares. The authorisation for the Board of Directors to distribute the Company's own 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 2013. The Board of Directors is authorised to resolve to whom and in which order the own shares will be distributed. The Board of Directors is authorised to decide on the distribution of the Company's own shares otherwise than in proportion to the existing pre-emptive right of the shareholders to purchase the Company's own shares.

The decisions were taken without voting.

The minutes of the meeting will be available on www.wartsila.com/investors as of 20 March 2014 at the latest.

Wärtsilä Corporation