Decisions of Wärtsilä's Annual General Meeting ...

Wärtsilä Corporation Minutes of annual general meeting 19 March 2008
at 6.15 pm local time

Wärtsilä's Annual General Meeting approved the financial statements
and discharged the company's President & CEO and the members of the
Board of Directors from liability for the financial year 2007. The
Meeting approved the Board of Directors' proposal to pay a dividend
of EUR 2.25 per share and an extra dividend of EUR 2.00 per share for
a total dividend of EUR 4.25 per share. The dividend will be paid to
shareholders who are recorded in the company's shareholder register
maintained by the Finnish Central Securities Depository Ltd. The
record date is March 26, 2008. The dividend will be paid on April 2,
2008.

The Meeting approved the following fees to the members of the Board
of Directors:
- To the ordinary members EUR 55,000/year
- To the deputy chairman EUR 82,500/year
- To the chairman EUR 110,000/year
- In addition, each member will be paid EUR 400/meeting 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 six members. The following were elected to the Board: Ms Maarit
Aarni-Sirviö, Mr Kaj-Gustaf Bergh, Mr Kari Kauniskangas, Mr Antti
Lagerroos, Mr Bertel Langenskiöld 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.

Amendments to the Articles of Association

The Annual General Meeting approved the proposal of the Board of
Directors to amend the Articles of Association. The new Articles of
Association are attached.

Combination of share series and the related directed share issue and
amendments to the Articles of Association

The Annual General Meeting approved the proposal of the Board of
Directors to combine the Series A and Series B shares involving a
directed free share issue and changes to the Articles of Association.
The proposal of the Board of Directors is attached.


The AGM voted about the fees of the members of the Board of
Directors.

ENCLOSURES



BOARD OF DIRECTORS' PROPOSAL FOR DIVIDEND DISTRIBUTION APPROVED BY
THE AGM ON MARCH 19, 2008

PROPOSAL OF THE BOARD FOR THE DIVIDEND

The parent company's distributable funds total 577,382,733.65 euros,
which includes 159,240,111.16 euros in net profit for the year. There
are 95,969,561 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:


- a dividend of EUR 2.25 per share be paid, making EUR 215,931,512.25
a total of
- that the following sum be retained in            EUR 361,451,221.40
shareholders' equity
Totalling                                          EUR 577,382,733.65


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.

Helsinki, February 4, 2008
Board of Directors


PROPOSAL OF THE BOARD FOR EXTRA DIVIDEND

The parent company's distributable funds total 361,451,221.40 euros
taken into consideration the Board's previous proposal for a dividend
of 2.25 euros/share made on 4 February 2008. There are 95,969,561
shares with dividend rights.

In addition to the proposal made on 4 February 2008, the Board
proposes to the Annual General Meeting that the company's
distributable earnings be disposed in the following way:

EUR

An extra dividend of 2.00 per share be paid, making a  191,939,122.00
total of
To be retained in shareholders' equity                 169,512,099.40
Total                                                  361,451,221.40


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
extra dividend will not put the company's solvency at risk.

Helsinki, February 27, 2008

Board of Directors


Decision by THE AGM ON 19 MARCH 2008 TO AMEND THE ARTICLES OF
ASSOCIATION

ARTICLES OF ASSOCIATION

ART. 1 NAME AND DOMICILE
The name of the company is Wärtsilä Oyj Abp, in English Wärtsilä
Corporation. The company is domiciled in the City of Helsinki.

ART. 2 OBJECT OF THE COMPANY
The company shall engage, either directly or through its subsidiaries
and associated companies, in the machine construction and engineering
industries, as well as in activities related to energy production and
distribution and in other industrial and commercial business
activities, including service, financing, design and consulting
activities related thereto. The company may deal in securities and
engage in other investment activities.

ART. 3 THE SHARES
The company's shares belong to Series A or Series B. The total amount
of shares of Series A may not be higher than 100,000,000 and the
total amount of shares Series B may not be higher than 200,000,000.

At the General Meeting, each Series A share shall carry ten (10)
votes, and each Series B share one (1) vote. The method of voting
shall be determined by the chairperson of the meeting.

The shares of the company are incorporated in the book-entry
securities system.

ART. 4 THE BOARD OF DIRECTORS
A Board comprising five to eight (5-8) ordinary directors shall be
responsible for the management of the company and the appropriate
organization of its operation. The term of the Board member shall
continue from their election until the 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. 5 PRESIDENT
The company shall have a President and, upon need, a President's
Deputy who are appointed by the Board.

ART. 6 RIGHT TO REPRESENT THE COMPANY
The Chairman of the Board and the President, each separately, and
Board members, two jointly, shall represent the company.

In addition the Board can grant procuration to specific individuals
in such a way that the holders of procuration may represent the
company, two jointly, or one holder of procuration together with a
member of the Board.
ART. 7 AUDITOR
The company shall have one CPA-authorized auditor.
The auditor's duties shall cease at the close of the subsequent
Annual General Meeting.

ART. 8 CONVOCATION
Summons to the Shareholders' General Meeting shall be published in
not less than two (2) daily newspapers, which are commonly
distributed in Finland, as determined 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 the Meeting.

Shareholders who have given prior notice of their attendance in a
General Meeting in the way indicated in the convocation shall have
the right to participate in the Meeting. The time period for giving
such notice shall not end earlier than ten (10) days prior to the
Meeting.

ART. 9 GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting shall be held in the company's place of
domicile not later than the end of June on a date determined by the
Board.
At the Annual General Meeting, the following shall be

decided

1. Approval of the financial statements and the consolidated
financial statements,
2. Use of the profit indicated by the balance sheet,
3. Discharge from liability of the President and members of the
Board,
4. Remuneration of Board members,
5. Number of Board members,
6. Remuneration of auditor,
7. Election of Board members and
8. Election of auditor;

discussed

9. Other issues included in the summons
ART. 10 FINANCIAL YEAR
The company's financial year shall be the calendar year.


DECISION BY THE AGM ON MARCH 19, 2008 TO COMBINE THE SHARE SERIES AND
PERTAINING TO THE RELATED DIRECTED FREE SHARE ISSUE AND AMENDMENTS TO
THE ARTICLES OF ASSOCIATION

In accordance with the Articles of Association the Company's shares
belong to Series A or Series B, which differ in that Series A shares
carry ten (10) votes while Series B shares carry one (1) vote. The
total number of Series A shares is 23,579,587 and Series B shares
72,389,974. Both Series A and Series B shares are traded publicly on
the OMX Nordic Exchange Helsinki Main List.

The Board of Directors proposes to the Annual General Meeting that
the two share series be combined so that following the measures taken
to combine the share series the Company would have only a single
class of shares that is traded publicly and whose shares carry one
(1) vote each and have in all other ways equal rights. The
combination of share series involves a directed free share issue for
holders of Series A shares and partial amendment to the Articles of
Association.

The condition for the adoption of the proposal of the Board of
Directors is that the Annual General Meeting has resolved to amend
the Articles of Association in accordance with Item 2 in the Summons
to the Shareholders' General Meeting in such a way that the Company's
shares no longer carry a nominal value. The following itemized
proposals of the Board of Directors form an entirety that requires
the adoption of all its individual items.

Shareholders representing more than half of the Company's A-shares
have in advance announced in writing that they support this proposal
and they have given their consent to the arrangement

The Board of Directors proposes to the Annual General Meeting the
following measures to combine the share series:

Combination of share series

The Board of Directors proposes that the Company's share series be
combined without increasing share capital by removing the relevant
sections in the Articles of Association pertaining to the share
series as described below, wherein each Series A share would be
converted into a share corresponding to the current Series B share.
In connection with combining the share series, the Series A shares
that have been converted into shares corresponding to the current
Series B shares would be incorporated in the book-entry securities
system and are estimated to become traded publicly as of 27 March
2008. The record date for the combination of share series would be 26
March 2008. The combination of share series would not require any
actions by shareholders.

Directed free share issue

The Board of Directors proposes that, in connection with the
combination of share series, a free share issue be directed to
holders of Series A shares in such a way that, disapplying the
pre-emptive right of the shareholders, holders of Series A shares
would receive one (1) share free of charge for each nine (9) Series A
shares. Based on the combination of the share series and the directed
free share issue the ownership of nine (9) Series A shares changes to
be the ownership of ten (10) ordinary shares ("exchange ratio").

Each holder of Series A shares as of the record date 26 March 2008
would have the right to receive new shares.

The new shares would be distributed among holders of Series A shares
in proportion to ownership and recorded directly to the holder's
book-entry securities account on the basis of information on the
record date and in accordance with the regulations and procedures of
the book-entry securities system.

If the number of Series A shares held by the holder of Series A
shares is not divisible by nine (9), the remaining shares will be
given to Nordea Bank Finland Plc to sell for the account of the
holders of Series A shares whose number of Series A shares is not
divisible by nine (9), as specified in more detail by the Board of
Directors and in accordance with the agreement between the Company
and Nordea Bank Finland Plc. The directed free share issue would not
require any actions by shareholders.

A maximum of 2,619,954 shares would be released in directed free
share issue.

The new shares will carry full rights from the moment they are
registered. For the sake of clarity it should be noted that the new
shares do not convey the right to the dividend to be decided by the
Annual General Meeting on 19 March 2008.

The Company's Board of Directors is authorized to resolve about other
terms and practical aspects of the directed free share issue.

In considering the grounds for a directed free share issue, the Board
of Director has taken into consideration also the following factors:
that (i) listed companies in both Finland and internationally are
increasingly switching to the practice of having just one class of
shares, and combining the two share series is expected to improve the
trading turnover of the Company's shares when trading is focused on
one class of shares; (ii) the turnover of Series A shares has been
just 9% that of Series B shares over the past 12 months; (iii) the
combination of share series as proposed by the Board of Directors
would decrease the voting rights of previous Series A shares from
approximately 76.5% to approximately 26.6% and increase the voting
rights of previous Series B shares correspondingly from approximately
23.5% to approximately 73.4%; (iv) the premium that would be given to
holders of Series A shares in connection with the combination of
share series is customary and reasonable; and (v) the dilution effect
of the proposed share issue on the ownership proportion for holders
of Series B shares would be approximately 2.7%, which can also be
considered customary and reasonable in connection with the combining
of the share series.

The combination of share series and the connected directed free share
issue would simplify and clarify the Company's ownership structure
and standardize the rights connected with the shares. This is
expected to increase interest in the Company's shares and lead to an
increase in the turnover of the Company's shares. In addition, the
clarification of the ownership structure is expected to improve the
opportunities to use the Company's shares for raising financing.

It is the view of the Board of Directors that combining share series
is in the interests of the Company and all its shareholders. The
Board of Directors considers that, taking into consideration the
above, there are exceptional financial grounds in terms of the
Company and taking into consideration the interests of all its
shareholders for a directed share issue in order to combine the share
series.

The Board of Directors believes that the combination of share series
and the connected directed free share issue would create benefits for
holders of Series B shares and for the Company that are equal to
those for holders of Series A shares through the directed free share
issue. It is the view of the Board of Directors that combining share
series and the connected directed free share issue can be considered
reasonable in terms of the overall benefit for the Company and all
its shareholders.

The Board has obtained a fairness opinion from UBS Limited and
according to the opinion the exchange ratio is fair from a financial
point of view to the Company's shareholders. The auditor of the
Company, KPMG Oy Ab, has given a statement confirming that the
grounds for not applying the pre-emptive rights of the shareholders
in the directed free share issue as per this proposal are in
accordance with the Finnish Companies Act.

Amendments to the Articles of Association

The Board of Directors proposes that the Annual General Meeting
resolve to remove the stipulations in the Articles of Association
concerning the different share series from Article 3 of the Articles
of Association in accordance with the changes to the Articles of
Association proposed in Item 2 in the Summons to the Shareholders'
General Meeting in such a way that Article 3 "The Shares" would read
as follows:

"The shares of the company are incorporated in the book-entry
securities system."

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