Notice to the Annual General Meeting of W?sil?orporation
(Thomson Reuters ONE) - W?sil?orporation NOTICE TO CONVENE ANNUAL GENERAL MEETING 4 February 2010at 6 pm local timeNotice is given to the shareholders of W?sil?orporation to the annualgeneral meeting to be held on Thursday 4 March 2010 at 4.00 pm at the CongressWing of the Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki, Finland. Thereception of persons who have registered for the meeting and the distribution ofvoting tickets will commence at 2.30 pm.A. Matters on the agenda of the general meetingAt the general meeting, the following matters will be considered:1. Opening of the meeting2. Calling the meeting to order3. Election of persons to scrutinise the minutes and to supervise the countingof votes4. Recording the legality of the meeting5. Recording the attendance at the meeting and adoption of the list of votes6. Presentation of the annual accounts, the report of the Board of Directors andthe auditor's report for the year 2009-Review by the CEO7. Adoption of the annual accounts8. Resolution on the use of the profit shown on the balance sheet and thepayment of dividendThe Board of Directors proposes to the general meeting that a dividend of EUR1,75 per share be paid on the 2009 financial period. The dividends will be paidto the shareholders who are registered in the list of shareholders maintained byEuroclear Finland Ltd on the record date which is 9 March 2010. The payment dateproposed by the Board for the dividends is 16 March 2010.9. Resolution on the discharge of the members of the Board of Directors and theCEO from liability10.Amendment of the Articles of AssociationIt is proposed that the Articles of Association be changed so that the latesttime to publish the notice to the general meeting will be three weeks, yet bylatest nine (9) days before the record date of the general meeting. The changeis due to a change in the Finnish Limited Liability Companies Act.- It is proposed, that the maximum number of members of the Board of Directorsis raised so that the Board of Directors consists of 5-10 members.11. Resolution on the remuneration of the members of the Board of DirectorsThe Nomination Committee of the Board proposes that the annual remunerationpayable to the members of the Board in 2010 be as follows: for the Chairman EUR120.000, for the Deputy Chairman EUR 90.000 and for the ordinary members EUR60.000. In addition, the Nomination Committee of the Board proposes that eachmember will be paid EUR 400/meeting attended, the chairman's meeting fee beingdouble this amount. Approximately 40% of the annual fee is proposed to be paidin W?sil?hares, and the rest in cash. The tax deduction for the entireannual fee will be made from the cash amount. The attendance fees will be paidin cash. Possible travel expenses will be reimbursed according to the travelpolicy of the Company.12. Resolution on the number of members of the Board of DirectorsShareholders representing over 20 percent of the shares and votes of the Companyhave informed that they are going to propose to the General Meeting that thenumber of the Board members be 9.13. Election of members of the Board of DirectorsShareholders representing over 20 percent of the shares and votes of the Companyhave informed that they are going to propose to the General Meeting that fromthe current members of the Board of Directors M.Sc. (Techn), MBA MaaritAarni-Sirvi?anaging director Kaj-Gustaf Bergh, LL lic. Antti Lagerroos,managing director Bertel Langenski?and managing director Matti Vuoria beelected as members of the Board. As new members of the Board of Directors areproposed M.Sc. (Econ) Paul Ehrnrooth, M.Sc. (Econ), MBA Alexander Ehrnrooth, CEO& President Ole Johansson and B.Sc. (Econ) Mikael Lilius. All these persons havegiven their consent to the position. Also, the above-mentioned persons havebrought to the attention of the Company that if they become selected, they willselect Antti Lagerroos as Chairman and managing director Matti Vuoria as Deputy Chairman of the Board.14. Resolution on the remuneration of the auditorIt is proposed that the auditor be reimbursed according to the auditor'sinvoice.15. Election of auditorIt is proposed that the firm of public auditors KPMG Oy Ab be re-elected as theauditor of the Company.16.Donations to the universitiesIt is proposed that the Board be authorised to resolve on donations of EUR1.500.000 at the maximum to be made to universities during 2010. The primaryrecipient of the donations would be Aalto University. The other Finnishcompanies under W?sil?orporation are for their part considering donations toUniversities. The total sum of donations by W?sil?orporation in 2010 toAalto University and other Universities is EUR 1.500.000.17.Closing of the meetingB. Documents of the General MeetingThe proposals relating to the agenda of the general meeting as well as thisnotice are available on W?sil?orporation's website atwww.wartsila.com/investors. The electronic annual report of W?sil?orporation, including the Company's annual accounts, the report of the Board ofDirectors and the auditor's report, is available on the above-mentioned websiteno later than 12 February 2010. The proposals of the board of directors and theannual accounts are also available at the meeting. Copies of these documents andof this notice will be sent to shareholders upon request. The minutes of themeeting will be available on the above mentioned website as from 18 March 2010.C. Instructions for the participants in the General Meeting1. The right to participate and registrationEach shareholder, who is registered on 22 February 2010 in the shareholders'register of the Company held by Euroclear Finland Ltd., has the right toparticipate in the general meeting. A shareholder, whose shares are registeredon his/her personal Finnish book-entry account, is registered in theshareholders' register of the company. A shareholder, who wants to participatein the general meeting, shall register for the meeting no later than 1 March2010 by giving a prior notice of participation. Such notice can be given:a) by e-mail: yk(at)wartsila.com b) on the company's website www.wartsila.com/agm_registerc) by telephone (09.00 am to 12 noon on weekdays) +358 10 7095 282/BirgittaRahola;c) by telefax +358 10 7095 283; ord) by regular mail to W?sil?orporation, Share Register, P.O. Box 196,FIN-00531 Helsinki, Finland.In connection with the registration, a shareholder shall notify his/her name,date of birth, telephone number and the name of a possible assistant or proxyrepresentative and the personal identification number of a proxy representative.The personal data given to W?sil?orporation is used only in connection withthe general meeting and with the processing of related registrations.2. Proxy representative and powers of attorneyA shareholder may participate in the General Meeting and exercise his/her rightsat the meeting by way of proxy representation. A proxy representative shallproduce a dated proxy document or otherwise in a reliable manner demonstratehis/her right to represent the shareholder at the General Meeting. When ashareholder participates in the general meeting by means of several proxyrepresentatives representing the shareholder with shares at different securitiesaccounts, the shares by which each proxy representative represents theshareholder shall be identified in connection with the registration for thegeneral meeting.Possible proxy documents should be delivered in originals to W?sil?orporation, Share Register, P.O. Box 196, FIN-00531 Helsinki, Finland beforethe last date for registration.3. Holders of nominee registered sharesA holder of nominee registered shares may participate in the general meetingwith those shares under which the holder would be entitled to be registered inthe company's shareholder register held by Euroclear Finland Ltd on the recorddate of the meeting, 22 February 2010. Additionally, participation requires thatthe holder of the nominee registered shares is temporarily registered in theshareholder register held by Euroclear Finland Ltd no later than 1 March 2010 by10.00 am. Temporary registration in the shareholders' register shall be deemedto be a registration for the general meeting under the registered shares.A holder of nominee registered shares is advised to request without delaynecessary instructions regarding the registration in the shareholders' registerof the company, the issuing of proxy documents and registration for the generalmeting from his/her custodian bank. The account management organisation of thecustodian bank will register a holder of nominee registered shares, who wants toparticipate in the general meeting, to be temporarily entered into theshareholders' register of the company at the latest on 1 March 2010 by 10.00 am.4. Other instructions and informationPursuant to chapter 5, section 25 of the Companies Act, a shareholder who ispresent at the general meeting has the right to request information with respectto the matters to be considered at the meeting.As of the date of this notice, the total number of shares and votes in W?sil?orporation is 98,620,565.Helsinki, 4 February 2010W?TSIL?CORPORATIONBOARD OF DIRECTORSATTACHMENTS1. PROPOSAL OF THE BOARD: RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THEBALANCE SHEET AND THE PAYMENT OF DIVIDEND2. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH2010 TO AMEND ART 4 AND 8THE ARTICLES OF ASSOCIATION3. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH2010 FOR DONATIONS TO UNIVERSITIES 1. PROPOSAL OF THE BOARD: RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THEBALANCE SHEET AND THE PAYMENT OF DIVIDENDThe parent company's distributable funds total 585,892,877.82 euros, whichincludes 319,816,166.25 euros in net profit for the year. There are 98,620,565shares with dividend rights.The Board of Directors proposes to the Annual General Meeting that the company'sdistributable earnings be disposed of in the following way:EURA dividend of 1.75 euros per share be paid, making a total of 172,585,988.75eurosThat the following sum be retained in shareholders' equity 413,306,889.07 eurosTotalling 585,892,877.82 eurosNo significant changes have taken place in the company's financial positionsince the end of the financial year. The company's liquidity is good and in theopinion of the Board of Directors the proposed dividend will not put thecompany's solvency at risk. 2. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH 2010 TO AMEND ART 4 AND 8THE ARTICLES OF ASSOCIATIONART. 4 THE BOARD OF DIRECTORSA Board comprising five to eight (5-10) ordinary directors shall be responsiblefor the management of the company and the appropriate organization of itsoperation. The term of the Board member shall continue from their election untilthe closing of the subsequent first Annual General Meeting.The Board shall elect from among its members a Chairman and a Deputy Chairman,who shall hold office until the close of the subsequent Annual General Meeting.ART. 8 CONVOCATIONSummons to the Shareholders' General Meeting shall be published in not less thantwo (2) daily newspapers, which are commonly distributed in Finland, asdetermined by the Board. The summons shall be published not earlier than two (2)months prior to the Meeting and not later than three (3)weeks prior the Meetingor nine (9) days prior to the Record Date of the General Meeting.Shareholders who have given prior notice of their attendance in a GeneralMeeting in the way indicated in the convocation shall have the right toparticipate in the Meeting. The time period for giving such notice shall not endearlier than ten (10) days prior to the Meeting.Current Articles of Association, ART 4 and 8ART. 4 THE BOARD OF DIRECTORSA Board comprising five to eight (5-10) ordinary directors shall be responsiblefor the management of the company and the appropriate organization of itsoperation. The term of the Board member shall continue from their election untilthe closing of the subsequent first Annual General Meeting.The Board shall elect from among its members a Chairman and a Deputy Chairman,who shall hold office until the close of the subsequent Annual General Meeting.ART. 8 CONVOCATIONSummons to the Shareholders' General Meeting shall be published in not less thantwo (2) daily newspapers, which are commonly distributed in Finland, asdetermined by the Board. The summons shall be published not earlier than two (2)months prior to the Meeting and not later than seventeen (17) days prior to theMeeting.Shareholders who have given prior notice of their attendance in a GeneralMeeting in the way indicated in the convocation shall have the right toparticipate in the Meeting. The time period for giving such notice shall not endearlier than ten (10) days prior to the Meeting. 3. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH 2010 FOR DONATIONS TO UNIVERSITIESIt is proposed that the Board be authorised to resolve on donations of EUR1.500.000 at the maximum to be made to universities during 2010. The primaryrecipient of the donations would be Aalto University. The other Finnishcompanies under W?sil?orporation are for their part considering donations toUniversities. The total sum of donations by W?sil?orporation in 2010 toAalto University and other Universities is EUR 1.500.000.[HUG#1380907]
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Datum: 04.02.2010 - 11:01 Uhr
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