Wärtsilä Corporation, Stock exchange release, 12 January 2026 at 19.30 EET
Proposals of the Shareholders' Nomination Board to Wärtsilä's Annual General
Meeting 2026
The Shareholders' Nomination Board of Wärtsilä Corporation presents the
following proposals to the Annual General Meeting to be held on 12 March 2026.
The proposals will be included in the notice to the Annual General Meeting to be
published at a later date.
Proposal on the composition of the Board of Directors
The Shareholders' Nomination Board resolved to propose to the Annual General
Meeting that the number of members in the Board of Directors be eight.
Shareholders' Nomination Board resolved to propose to the Annual General Meeting
that Karen Bomba, Morten H. Engelstoft, Henrik Ehrnrooth, Johan Forssell, Tom
Johnstone, Tiina Tuomela and Mika Vehviläinen be re-elected as members of the
Board of Directors. Karin Falk has informed that she is not available for re
-election to the Board of Directors. The Shareholders' Nomination Board proposes
Heather Rivard as a new member to the Board of Directors.
All the proposed members to the Board of Directors are determined to be
independent of the company. With the exception of Tom Johnstone and Johan
Forssell, all the proposed members are also determined to be independent of the
company's significant shareholders. Tom Johnstone is determined to be dependent
of significant shareholders, due to his position in the Board of Directors of
Investor AB. Johan Forssell is determined to be dependent of significant
shareholders, due to his position as the Senior Advisor of Investor AB. CVs of
the proposed Board of Director members are available on Wärtsilä website at
wartsila.com/agm (https://www.wartsila.com/investors/governance/annual-general
-meeting-2025).
The proposed Board members have all given their consent to being elected. The
members of the Board of Directors will elect the Chair and Deputy Chair of the
Board amongst themselves.
Proposal on the remuneration of the Board of Directors
The Shareholders' Nomination Board resolved to propose to the Annual General
Meeting 2026 that the remuneration to the members of the Board of Directors
shall be as follows:
· The annual remuneration payable to the members of the Board for the term
shall be EUR 212,000 (200,000) for the Chair, EUR 112,000 (105,000) for the
Deputy Chair and EUR 85,000 (80,000) for the ordinary members.
· In addition, the meeting fees for the Board meetings shall be paid as
follows: The Chair shall be paid EUR 1,500 (1,500) per Board meeting attended
and the other Board members shall be paid EUR 1,000 (1,000) per Board meeting
attended. These meeting fees are applied to the Board meetings in Finland for
the members resident in the Nordic countries, to all Board meetings held outside
of Finland and to all Board meetings held as teleconference, video conference or
per capsulam.
· In the case a Board member is domiciled in a European country other than the
Nordic countries, a meeting fee of EUR 2,000 (2,000) per Board meeting attended
in Finland will be paid. In the case a Board member is domiciled in a country
outside Europe, a meeting fee of EUR 3,000 (3,000) per Board meeting attended in
Finland will be paid.
· The Shareholders' Nomination Board further proposes that the Chair of the
Audit Committee will receive a fixed fee of EUR 30,000 (28,000) and each member
of the Committee a fixed fee of EUR 16,000 (15,000) for the term, and the Chair
of the People Committee a fixed fee of EUR 24,000 (22,000) and each member of
the Committee a fixed fee of EUR 12,000 (11,000) for the term.
· Approximately 40% of the annual Board remuneration is proposed to be paid in
Wärtsilä shares, and the rest in cash. The Company will compensate the
transaction costs and costs related to the applicable asset transfer tax arising
from the share purchases. The tax deduction for the entire annual fee will be
made from the cash amount. The meeting attendance fees and fixed fees for the
Committee work will be paid in cash. Possible travel expenses will be reimbursed
according to the travel policy of the Company.
Composition of the Shareholders' Nomination Board
In accordance with the decision of the Wärtsilä's Annual General Meeting of 5
March 2020, the Shareholders' Nomination Board consists of five members. Four
representatives are nominated by the company's four largest shareholders, with
the fifth member being the Chair of Wärtsilä's Board of Directors. The four
largest shareholders are determined on the basis of the shareholders' register
maintained by Euroclear Finland Ltd. as of 1 June preceding the Annual General
Meeting of shareholders.
In 2025, the following members were appointed to the Shareholder's Nomination
Board: Petra Hedengran representing Invaw Invest AB, Markus Aho representing
Varma Mutual Pension Insurance Company, Annika Ekman representing Ilmarinen
Mutual Pension Insurance Company, Carl Pettersson representing Elo Mutual
Pension Insurance Company, and Chair of the Board of Directors of Wärtsilä Tom
Johnstone. Tom Johnstone did not take part in deciding on the Shareholders'
Nomination Board's proposal for his election to the Board of Directors or the
Shareholders' Nomination Board's proposal related to the remuneration to be paid
to the Board of Directors.
For further information, please contact:
Nora Steiner-Forsberg
Executive Vice President, Public Affairs and Legal
Tel: +358 10 709 5609
nora.steiner-forsberg@wartsila.com
For investor information, please contact:
Maija Hongas
Senior Manager, Investor Relations
Tel: +358 10 709 3178
maija.hongas@wartsila.com
Wärtsilä in brief
Wärtsilä is a global leader in innovative technologies and lifecycle solutions
for the marine and energy markets. We emphasise innovation in sustainable
technology and services to help our customers continuously improve environmental
and economic performance. Our dedicated and passionate team of 18,300
professionals in more than 230 locations in 77 countries shape the
decarbonisation transformation of our industries across the globe. In 2024,
Wärtsilä's net sales totalled EUR 6.4 billion. Wärtsilä is listed on Nasdaq
Helsinki. www.wartsila.com