Decisions of Wärtsilä's Annual General Meetin...
Wärtsilä Corporation, Minutes of Annual General Meeting, 3 March 2011 at 5.45 pm
local time
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 2010. The Meeting approved the Board
of Directors' proposal to pay a dividend of EUR 1.75 per share and an extra
dividend of EUR 1.00 per share, totalling EUR 2.75 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 March 8, 2011. It was
decided that the dividend will be paid on March 15, 2011.
The Annual General Meeting approved the following annual 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 and its
Committees attended, the chairman's meeting fee being double this amount.
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: Ms Maarit Aarni-Sirviö, Mr
Kaj-Gustaf Bergh, Mr Alexander Ehrnrooth, Mr Paul Ehrnrooth, Mr Lars Josefsson,
Mr Bertel Langenskiöld, Mr Mikael Lilius, Mr Markus Rauramo and Mr Matti Vuoria.
It was decided to pay the auditors' fees as invoiced. The firm of public
auditors KPMG Oy Ab were appointed as the company's auditors for the year 2011.
Free share issue
The Annual General Meeting decided to approve the free share issue in accordance
with the proposal of the Board of Directors. The free share issue shall be
implemented by applying the pre-emptive right of the shareholders so that for
each old share one new share shall be issued. Thereby a total of 98,620,565 new
shares shall be issued. The free share issue will be executed in the book-entry
system and will not require any actions by the shareholders. The new shares will
generate shareholder rights as of 8 March 2011 when they have been registered in
the trade register. The new shares will not give dividend rights for the
dividend for 2010 decided upon in the annual general meeting.
The decisions were taken without voting.
The minutes of the meeting will be available onwww.wartsila.com / investors as
from 17 March 2011.
ENCLOSURES
1. PROPOSAL OF THE BOARD: RESOLUTION ON THE USE OF PROFIT AND THE PAYMENT OF
DIVIDEND
The parent company's distributable funds total 901,099,082.48 euro, which
includes 487,792,193.41 euro in net profit for the year. There are 98,620,565
shares with dividend rights.
The Board of Directors proposes to the Annual General Meeting that the company's
distributable earnings be disposed of in the following way:
EUR
A dividend of 1.75 euro per share be paid, making a total
of  172,585,988.75 euro
An extra dividend of 1.00 euro per share be paid, making a
total of  98,620,565.00 euro
That the following sum be retained in shareholders' equity  629,892,528.73 euro
Totalling  901,099,082.48 euro
No significant changes have taken place in the company's financial position
since the end of the financial year. The company's liquidity is good and in the
opinion of the Board of Directors the proposed dividend will not put the
company's solvency at risk.
This announcement is distributed by Thomson Reuters on behalf of
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originality of the information contained therein.
Source: Wärtsilä Oyj Abp via Thomson Reuters ONE
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