Wärtsilä Corporation, Stock exchange release, 4 February 2026 at 8:35 (EET)
Notice to convene the Annual General Meeting of Wärtsilä Corporation
The Annual General Meeting of Wärtsilä Corporation will be held at Messukeskus,
Rautatieläisenkatu 3, 00520 Helsinki, Finland (Messukeskus Siipi entrance) on
Thursday, 12 March 2026 at 3 p.m. (EET). The reception of persons who have
registered for the meeting and the distribution of voting tickets will commence
at 1.30 pm (EET).
The shareholders can exercise shareholder rights by voting in advance.
Instructions for shareholders to vote in advance are provided in section C of
this notice.
The shareholders can follow the meeting via a video stream in Finnish or
English. Instructions for following the video stream are available on the
Company's website at www.wartsila.com/agm. It is not possible to pose questions,
make counterproposals or otherwise request to speak or vote in the meeting
through the online video stream. Following the meeting via the video stream does
not mean participation in the meeting or exercising the shareholder rights.
A. Matters on the agenda of the general meeting
The meeting shall consider the following matters:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of the persons to scrutinise the minutes and to supervise the
counting of votes
4. Recording the legality of the meeting
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the annual accounts, the report of the Board of Directors,
the auditor's report, and the assurance report of corporate sustainability
reporting for the year 2025
- Review by the CEO
The annual accounts, the report of the Board of Directors, the auditor's report
and the assurance report for the corporate sustainability reporting will be
available on the Company's website www.wartsila.com/annualreport from 19
February 2026 onwards at the latest.
7. Adoption of the annual accounts
8. Resolution on the use of the profit shown on the balance sheet and the
payment of dividend
The Board of Directors proposes to the Annual General Meeting that a base
dividend of EUR 0.54 per share plus an extraordinary dividend of EUR 0.52 per
share, totalling EUR 1.06 per share, shall be paid for the financial year 2025.
The dividend shall be paid in two instalments.
The first instalment of the base dividend of EUR 0.27 per share plus an
extraordinary dividend of EUR 0.52 per share, totalling EUR 0.79 per share,
shall be paid to the shareholders who are registered in the list of shareholders
maintained by Euroclear Finland Oy on the dividend record day of 16 March 2026.
The payment day proposed by the Board for this instalment is 23 March 2026.
The second instalment of EUR 0.27 per share shall be paid in September 2026. The
dividend record date of the second instalment shall be 16 September 2026, and
the second instalment of the dividend shall be paid to shareholders who are
registered in the list of shareholders maintained by Euroclear Finland Oy on
such day. The Board proposes the second instalment is paid on 23 September 2026.
In accordance with the Company's dividend policy, the Company aims to pay a
dividend of at least 50% of earnings. The amount of the base dividend of EUR
0.54 per share is the basis for future dividend distributions in accordance with
the policy.
9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability
10. Advisory handling of the Remuneration Report 2025 for Governing Bodies
The Remuneration Report 2025 for governing bodies has been attached to this
notice and is available also on the Company's website at www.wartsila.com/agm.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that
the remuneration to the members of the Board shall be as follows:
· The annual remuneration payable to the members of the Board for the term
shall be at EUR 212,000 (currently 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 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.
For the remuneration to be paid in Wärtsilä shares, the purchase orders for the
shares shall be made between the 5th and 10th business day from the release of
the Company's first interim report for 2026.
12. Resolution on the number of members of the Board of Directors
The Shareholders' Nomination Board proposes to the Annual General Meeting that
the number of the members of the Board of Directors be eight.
13. Election of members of the Board of Directors
Karin Falk has informed that she is not available for the re-election of the
members of the Board.
The Shareholders' Nomination Board proposes to the Annual General Meeting that
Karen Bomba, Henrik Ehrnrooth, Morten H. Engelstoft, Johan Forssell, Tom
Johnstone, Tiina Tuomela and Mika Vehviläinen be re-elected as members of the
Board of Directors. The Shareholders' Nomination Board proposes Heather Rivard
as a new member of the Board of Directors.
The CV's and independence assessments of the proposed members of the Board of
Directors are presented on the Company's website at www.wartsila.com/agm.
The above-mentioned persons have given their consent to the election. Also, the
above-mentioned persons have brought to the attention of the Company that, if
they become selected, they will select Tom Johnstone as Chair and Mika
Vehviläinen as Deputy Chair of the Board.
The above-mentioned persons have also informed the Company that, if they become
selected, they will appoint the following persons to the Board's committees:
Audit Committee:
- Tiina Tuomela (Chair)
- Karen Bomba
- Morten H. Engelstoft
People Committee:
- Tom Johnstone (Chair)
- Mika Vehviläinen
- Henrik Ehrnrooth
14. Resolution on the remuneration of the auditor for the terms of office 2026
and 2027
On the recommendation of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that the auditor be reimbursed according to the
auditor's invoices approved by the Company for the terms of office 2026 and
2027.
15. Election of an auditor for the term of office 2026
On the recommendation of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that the audit firm PricewaterhouseCoopers Oy be
elected as the auditor of the Company for the term ending at the end of the year
2027 Annual General Meeting. The auditor's assignment also includes giving the
auditor's statement on the discharge of the members of the Board of Directors
and the CEO from liability and on the proposal of the Board of Directors for
distribution of profit.
16. Election of an auditor for the term of office 2027
The Audit Committee of the Board has conducted an audit firm selection procedure
in accordance with the EU Audit Regulation (537/2014) for the term starting
after the year 2027 Annual General Meeting. On the basis of the selection
procedure and the recommendation of the Audit Committee, the Board of Directors
proposes to the Annual General Meeting that the audit firm
PricewaterhouseCoopers Oy be elected as the auditor of the Company for the term
starting at the end of the year 2027 Annual General Meeting and ending at the
end of the year 2028 Annual General Meeting. The auditor's assignment also
includes giving the auditor's statement on the discharge of the members of the
Board of Directors and the CEO from liability and on the proposal of the Board
of Directors for distribution of profit.
This proposal is made to give the elected audit firm time to prepare for its new
audit engagement. The recommendation of the Audit Committee on the election of
the auditor is available on the Company's website at www.wartsila.com/agm.
17. Resolution on the remuneration for the sustainability auditor for the 2026
and 2027 Corporate Sustainability Reporting
On the recommendation of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that the sustainability auditor be paid according to
the assurance firm's invoices approved by the Company for the 2026 and 2027
Corporate Sustainability Reporting.
18. Election of the sustainability auditor for the 2026 Corporate Sustainability
Reporting
On the recommendation of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that the audit firm PricewaterhouseCoopers Oy be
elected as the sustainability auditor for the 2026 Corporate Sustainability
Reporting.
19. Election of the sustainability auditor for the 2027 Corporate Sustainability
Reporting
On the recommendation of the Audit Committee, the Board of Directors proposes to
the Annual General Meeting that the audit firm PricewaterhouseCoopers Oy be
elected as the sustainability auditor for the 2027 Corporate Sustainability
Reporting.
20. Authorisation to repurchase the Company's own shares
The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorises the Board of Directors to resolve to repurchase the
Company's own shares in one or more instalments on the following conditions:
· The Board of Directors is authorised to resolve to repurchase a maximum of
57,000,000 shares in the Company, which, as at the date of this notice to the
Annual General Meeting, represents 9.63% of all the shares in the Company.
· Own shares may be repurchased by using the Company's unrestricted
shareholders' equity, which means that any repurchases will reduce funds
available for distribution of profits. The shares may be repurchased through
public trading at the prevailing market price on the date of such repurchase as
formed in public trading organised by Nasdaq Helsinki Ltd.
· The shares may be repurchased in order to develop the capital structure of
the Company, to be transferred for financing or carrying out acquisitions or
other arrangements, to be used as part of the Company's incentive schemes, or to
be otherwise transferred further, to be held with the Company or to be
cancelled.
· The Board of Directors shall decide upon all other terms and conditions for
the repurchase of the Company's own shares. Shares may be repurchased also
otherwise than in proportion to the shareholders' holding in the Company by way
of a directed repurchase, if there is a weighty financial reason for the Company
to do so.
· 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 decision by the Annual General Meeting.
21. Authorisation to issue shares
The Board of Directors proposes to the Annual General Meeting that the Annual
General Meeting authorises the Board of Directors to resolve to issue shares in
the Company as follows:
· The Board may issue either new shares or transfer own shares held by the
Company (share issue).
· The maximum number of shares to be so issued shall not exceed 57,000,000,
which represents 9.63% of all the shares in the Company.
· The shares can be issued for consideration or without consideration. They
can also be issued in deviation from the shareholders' pre-emptive rights by way
of a directed issue if there is a weighty financial reason for the Company to do
so. A directed issue may be decided upon to develop the capital structure of the
Company or to finance or carry out acquisitions or other arrangements.
Additionally, the authorisation can also be used as part of the Company's
incentive schemes for up to 10,000,000 shares, which represents 1.69% of all the
shares in the Company.
· The authorisation includes the right for the Board of Directors to resolve
upon all other terms and conditions for the issuance of shares.
· The authorisation for the Board of Directors to issue shares shall be valid
for 18 months from the decision by the Annual General Meeting. However, the
authorisation regarding incentive schemes shall be valid for five years from the
decision.
This authorisation revokes the authorisation given by the Annual General Meeting
on 13 March 2025.
22. Closing of the meeting
B. Documents of the general meeting
The above-mentioned proposals for the decisions on the matters on the agenda of
the general meeting and this notice are available on the Company's website at
www.wartsila.com/agm. The annual report of Wärtsilä Corporation, including the
Company's annual accounts, the report of the Board of Directors, the assurance
report of corporate sustainability reporting and the auditor's report, is
available on the Company's website at www.wartsila.com/annualreport no later
than 19 February 2026. The proposals for the decisions and other documents
mentioned above are also available at the general meeting.
The minutes of the meeting will be available on the Company's website
at www.wartsila.com/agm as of 26 March 2026 at the latest.
This notice which includes all the proposals for the decisions is available on
the Company's website at www.wartsila.com/agm.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholders' register
Each shareholder who is registered on the record date of the general meeting 2
March 2026 in the shareholders' register of the Company held by Euroclear
Finland Oy has the right to participate in the general meeting. A shareholder
whose shares are registered on his/her personal Finnish book-entry account is
registered in the shareholders' register of the Company.
Registration for the general meeting will begin on 5 February 2026 at 9 a.m.
EET. A shareholder, who is registered in the shareholders' register of the
Company and who wants to participate in the general meeting must register for
the meeting by 9 March 2026 latest at 4 p.m. EET by which time the registration
must be completed. A shareholder can register for the meeting:
a) through the Company's website: www.wartsila.com/agm
Electronic registration requires a strong identification by using online banking
credentials or mobile certificate.
b) by e-mail or regular mail; by e-mail to agm@innovatics.fi and by mail to
Innovatics Ltd, AGM/Wärtsilä, Ratamestarinkatu 13 A, 00520 Helsinki, Finland.
c) by phone +358 10 2818 909 from Monday to Friday at 9 a.m. - 12 noon and 1 - 4
p.m. EET.
In connection with the registration, a shareholder is requested to give his/her
name, date of birth or business ID, address, telephone number and e-mail address
as well as the name and the date of birth of a possible proxy representative.
The personal information collected will only be used in connection with the
general meeting and the registrations related to it.
A shareholder, its representative or the shareholder's proxy representative must
be able to show his/her identity and/or the representation right.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the
general meeting by virtue of such shares, based on which he/she on the record
day of the general meeting, i.e. 2 March 2026, would be entitled to be
registered in the shareholders' register of the Company held by Euroclear
Finland Oy. The right to participate in the general meeting requires, in
addition, that the shareholder on the basis of such shares has been registered
temporarily into the temporary shareholders' register held by Euroclear Finland
Oy by 9 March 2026 at 10 a.m. EET. With regards to nominee registered shares,
this constitutes due registration for the general meeting. Changes in
shareholding after the record date do not affect the right to participate in the
meeting or the number of voting rights of the shareholder.
A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the temporary registration in the shareholders'
register of the Company, the issuing of proxy documents, and registration for
the general meeting from his/her custodian bank. The account management
organisation of the custodian bank will cause a holder of nominee registered
shares who wants to participate in the general meeting to be registered into the
temporary shareholders' register of the Company by the time stated above.
3. Proxy representative and powers of attorney
A shareholder may participate in the general meeting and exercise his/her rights
at the meeting by way of proxy representation. A proxy representative shall
present a dated proxy document or otherwise in a reliable manner demonstrate
his/her right to represent the shareholder at the general meeting. When a
shareholder participates in the general meeting by means of several proxy
representatives representing the shareholder with shares at different securities
accounts, the shares by which each proxy representative represents the
shareholder shall be identified in connection with the registration for the
general meeting.
The relevant proxy documents shall be mailed or delivered as originals to
Innovatics Ltd, Yhtiökokous/Wärtsilä, Ratamestarinkatu 13 A, 00520 Helsinki,
Finland or delivered by e-mail to agm@innovatics.fi before the end of the
registration period.
It is also possible to use the electronic Suomi.fi authorisation service for
authorising the proxies instead of using the traditional proxy authorisation.
The representative shall be appointed in the Suomi.fi service at www.suomi.fi/e
-authorisations (using the authorisation topic “Representation at the General
Meeting”). When registering, the representative must identify him/herself with
strong electronic authentication, after which the electronic mandate is
automatically checked. The strong electronic authentication works with personal
banking codes or a mobile certificate. For more information, see www.suomi.fi/e
-authorisations.
4. Voting in advance
Shareholders, who have a Finnish book-entry account, can register and vote in
advance between 9 a.m. (EET) on 5 February 2026 and 4 p.m. (EET) on 6 March 2026
regarding the agenda items 7 - 21 in the following ways:
a. on Wärtsilä's website at: www.wartsila.com/agm
Electronic registration requires a strong identification by using online banking
credentials or mobile certificate.
The shareholder needs to provide his/her date of birth or business ID, e-mail
address and/or telephone number.
b) By mail or by email
A shareholder or proxy who registers by mail or e-mail and wishes to vote in
advance shall send the available registration and/or advance voting form
available on the company's website at www.wartsila.com/agm or corresponding
information to Innovatics Ltd either by mail to the address Innovatics Oy, AGM
/Wärtsilä, Ratamestarinkatu 13 A, FI-00520 Helsinki, Finland or by email to the
address agm@innovatics.fi. The registration and advance voting form will be
available on the company's website as of the beginning of the advance voting at
9 a.m. (EET) on 5 February 2026 at the latest.
A shareholder who has voted in advance cannot exercise the right to ask
questions under the Limited Liability Companies Act and has no right to demand a
vote unless he/she attends the Annual General Meeting in person or by proxy at
the meeting venue.
Advance voting for holders of nominee-registered shares is carried out via the
account manager. The account manager may vote in advance on behalf of the
holders of nominee-registered shares he/she represents in accordance with the
voting instructions given by the holders of nominee-registered shares during the
registration period applicable to holders of nominee-registered shares.
The proposal for a resolution subject to an advance vote shall be deemed to have
been submitted unchanged to the general meeting.
5. Other instructions and information
A shareholder present at the general meeting has the right to ask questions
pursuant to Chapter 5, Section 25 of the Finnish Limited Liability Companies Act
on topics to be considered by the general meeting.
Changes in shareholding after the record date do not affect the right to
participate in the meeting or the number of voting rights of the shareholder.
As of the date of this notice, the total number of shares in Wärtsilä
Corporation is 591,723,390. The company holds 3,286,430 treasury shares on 3
February 2026. Pursuant to the Limited Liability Companies Act, treasury shares
do not entitle to participation in the General Meeting. Each share otherwise
entitles its holder to one vote.
Helsinki, 3 February 2026
WÄRTSILÄ CORPORATION
Board of Directors
Appendix 1: Remuneration Report 2025