Annual General Meeting
Wärtsilä's ultimate decision making body is the General Meeting of shareholders. It resolves issues as defined for General Meetings in the Finnish Companies Act and the company's Articles of Association. These include:
- approving the financial statements
- deciding on the distribution of dividends
- discharging the company's Board of Directors and CEO from liability for the financial year
- electing the company's Board of Directors and auditors and deciding on their remuneration
A General Meeting of Wärtsilä Corporation shareholders is held at least once a year. The Annual General Meeting must be held no later than the end of June. If needed, the company may also hold an Extraordinary General Meeting. An invitation to the General Meeting is published in at least two daily newspapers in common circulation in Finland, as decided by the Board of Directors. The invitation shall be published no earlier than two months and no later than three weeks before the General Meeting; however, it shall be published at least nine days prior to the shareholders' record date. Wärtsilä also publishes invitations to its General Meetings as stock exchange releases, as well as on its website together with the documents and draft resolutions to be submitted to the General Meeting. The invitation to the General Meeting contains the proposed agenda for the meeting.
Shareholders have the right to add items falling within the competence of the Annual General Meeting on the meeting agenda. The request must be submitted to the Board of Directors in writing well in advance of the Annual General Meeting so that the item can be added to the Notice of the General Meeting. Wärtsilä publishes well in advance the date by which a shareholder shall notify the Board of Directors of his or her demand, as well as the address or email address to which the demand shall be sent. The demand is always deemed to have arrived in sufficient time, if the Board has been notified of the demand at the latest four weeks before the delivery of the Notice of the General Meeting.
All shareholders registered by the record date in the company's list of shareholders maintained by Euroclear Finland Ltd have the right to attend the Annual General Meeting. Each share entitles the holders to one vote. The General Meeting is organised in such a manner that shareholders can participate in the meeting as extensively as possible.
The Chairman of the Board of Directors, a sufficient number of members of the Board, the President & CEO, and members of the Board of Management attend the General Meeting. A person proposed for the first time as a member is to participate in the General Meeting that decides on his or her election unless there are well-founded reasons for absence.
Annual General Meeting 2011
Wärtsilä's Annual General Meeting was held on 3 March 2011. A total of 1,438 shareholders representing approximately 42,751,921 votes participated in person or by proxy. The 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 Annual General Meeting also approved the free share issue in accordance with the proposal of the Board of Directors. The free share issue was implemented by applying the pre-emptive right of the shareholders so that for each old share one new share was issued. Thereby a total of 98,620,565 new shares were issued. The new shares were registered in the trade register on 8 March 2011.
The minutes of the meeting and other related documents can be found on Wärtsilä's website www.wartsila.com > Investors > Governance > Shareholder meetings > Related material.