Wärtsilä - Notice to general meeting

Notice to the Annual General Meeting of Wärtsilä Corporation

Wärtsilä Corporation NOTICE TO CONVENE ANNUAL GENERAL MEETING   4 February 2010
at 6 pm local time

Notice is given to the shareholders of Wärtsilä Corporation to the annual
general meeting to be held on Thursday 4 March 2010 at 4.00 pm at the Congress
Wing of the Helsinki Fair Centre, Messuaukio 1, 00520 Helsinki, Finland. The
reception of persons who have registered for the meeting and the distribution of
voting tickets will commence at 2.30 pm.

A. Matters on the agenda of the general meeting
At the general meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of 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 and
the auditor's report for the year 2009
-Review by the CEO

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 general meeting that a dividend of EUR
1,75 per share be paid on the 2009 financial period. The dividends will be paid
to the shareholders who are registered in the list of shareholders maintained by
Euroclear Finland Ltd on the record date which is 9 March 2010. The payment date
proposed by the Board for the dividends is 16 March 2010.

9. Resolution on the discharge of the members of the Board of Directors and the
CEO from liability

10.Amendment of the Articles of Association
It is proposed that the Articles of Association be changed so that the latest
time to publish the notice to the general meeting will be three weeks, yet by
latest nine (9) days before the record date of the general meeting. The change
is due to a change in the Finnish Limited Liability Companies Act.
- It is proposed, that the maximum number of members of the Board of Directors
is raised so that the Board of Directors consists of 5-10 members.

11. Resolution on the remuneration of the members of the Board of Directors
The Nomination Committee of the Board proposes that the annual remuneration
payable to the members of the Board in 2010 be as follows: for the Chairman EUR
120.000, for the Deputy Chairman EUR 90.000 and for the ordinary members EUR
60.000. In addition, the Nomination Committee of the Board proposes that each
member will be paid EUR 400/meeting attended, the chairman's meeting fee being
double this amount. Approximately 40% of the annual fee is proposed to be paid
in Wärtsilä shares, and the rest in cash. The tax deduction for the entire
annual fee will be made from the cash amount. The attendance fees will be paid
in cash. Possible travel expenses will be reimbursed according to the travel
policy of the Company.

12. Resolution on the number of members of the Board of Directors
Shareholders representing over 20 percent of the shares and votes of the Company
have informed that they are going to propose to the General Meeting that the
number of the Board members be 9.

13. Election of members of the Board of Directors
Shareholders representing over 20 percent of the shares and votes of the Company
have informed that they are going to propose to the General Meeting that from
the current members of the Board of Directors M.Sc. (Techn), MBA Maarit
Aarni-Sirviö, managing director Kaj-Gustaf Bergh, LL lic.  Antti Lagerroos,
managing director Bertel Langenskiöld and managing director Matti Vuoria be
elected as members of the Board. As new members of the Board of Directors are
proposed M.Sc. (Econ) Paul Ehrnrooth, M.Sc. (Econ), MBA Alexander Ehrnrooth, CEO& President Ole Johansson and B.Sc. (Econ) Mikael Lilius. All these persons have
given their consent to the position. Also, the above-mentioned persons have
brought to the attention of the Company that if they become selected, they will
select Antti Lagerroos as Chairman and managing director Matti Vuoria as Deputy
 Chairman of the Board.

14. Resolution on the remuneration of the auditor
It is proposed that the auditor be reimbursed according to the auditor's
invoice.

15. Election of auditor
It is proposed that the firm of public auditors KPMG Oy Ab be re-elected as the
auditor of the Company.

16.Donations to the universities
It is proposed that the Board be authorised to resolve on donations of EUR
1.500.000 at the maximum to be made to universities during 2010. The primary
recipient of the donations would be Aalto University. The other Finnish
companies under Wärtsilä Corporation are for their part considering donations to
Universities. The total sum of donations by Wärtsilä Corporation in 2010 to
Aalto University and other Universities is EUR 1.500.000.

17.Closing of the meeting

B. Documents of the General Meeting
The proposals relating to the agenda of the general meeting as well as this
notice are available on Wärtsilä Corporation's website at
www.wartsila.com/investors. The electronic annual report of Wärtsilä
Corporation, including the Company's annual accounts, the report of the Board of
Directors and the auditor's report, is available on the above-mentioned website
no later than 12 February 2010. The proposals of the board of directors and the
annual accounts are also available at the meeting. Copies of these documents and
of this notice will be sent to shareholders upon request. The minutes of the
meeting will be available on the above mentioned website as from 18 March 2010.

C. Instructions for the participants in the General Meeting

1. The right to participate and registration
Each shareholder, who is registered on 22 February 2010 in the shareholders'
register of the Company held by Euroclear Finland Ltd., 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. A shareholder, who wants to participate
in the general meeting, shall register for the meeting no later than 1 March
2010 by giving a prior notice of participation. Such notice can be given:
a) by e-mail: yk@wartsila.com <mailto:yk@wartsila.com>
b) on the company's website www.wartsila.com/agm_register<http://www.wartsila.com/agm_register>
c) by telephone (09.00 am to 12 noon on weekdays) +358 10 7095 282/Birgitta
Rahola;
c) by telefax +358 10 7095 283; or
d) by regular mail to Wärtsilä Corporation, Share Register, P.O. Box 196,
FIN-00531 Helsinki, Finland.
In connection with the registration, a shareholder shall notify his/her name,
date of birth, telephone number and the name of a possible assistant or proxy
representative and the personal identification number of a proxy representative.
The personal data given to Wärtsilä Corporation is used only in connection with
the general meeting and with the processing of related registrations.

2. 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
produce 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.
Possible proxy documents should be delivered in originals to Wärtsilä
Corporation, Share Register, P.O. Box 196, FIN-00531 Helsinki, Finland before
the last date for registration.

3. Holders of nominee registered shares
A holder of nominee registered shares may participate in the general meeting
with those shares under which the holder would be entitled to be registered in
the company's shareholder register held by Euroclear Finland Ltd on the record
date of the meeting, 22 February 2010. Additionally, participation requires that
the holder of the nominee registered shares is temporarily registered in the
shareholder register held by Euroclear Finland Ltd no later than 1 March 2010 by
10.00 am. Temporary registration in the shareholders' register shall be deemed
to be a registration for the general meeting under the registered shares.

A holder of nominee registered shares is advised to request without delay
necessary instructions regarding the registration in the shareholders' register
of the company, the issuing of proxy documents and registration for the general
meting from his/her custodian bank. The account management organisation of the
custodian bank will register a holder of nominee registered shares, who wants to
participate in the general meeting, to be temporarily entered into the
shareholders' register of the company at the latest on 1 March 2010 by 10.00 am.

4. Other instructions and information
Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is
present at the general meeting has the right to request information with respect
to the matters to be considered at the meeting.

As of the date of this notice, the total number of shares and votes in Wärtsilä
Corporation is 98,620,565.

Helsinki, 4 February  2010

WÄRTSILÄ CORPORATION

BOARD OF DIRECTORS

ATTACHMENTS

1. PROPOSAL OF THE BOARD:  RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE
BALANCE SHEET AND THE PAYMENT OF DIVIDEND
2. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH
2010 TO AMEND ART 4 AND 8THE ARTICLES OF ASSOCIATION
3. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH
2010 FOR DONATIONS TO UNIVERSITIES



 1. PROPOSAL OF THE BOARD:  RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE

BALANCE SHEET AND THE PAYMENT OF DIVIDEND

The parent company's distributable funds total 585,892,877.82 euros, which
includes 319,816,166.25 euros 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 euros per share be paid, making a total of 172,585,988.75
euros
That the following sum be retained in shareholders' equity 413,306,889.07 euros
Totalling 585,892,877.82 euros

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.




 2. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH
    2010 TO AMEND ART 4 AND 8THE ARTICLES OF ASSOCIATION



ART. 4 THE BOARD OF DIRECTORS
A Board comprising five to eight (5-10) 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. 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 three (3)weeks prior the Meeting
or  nine (9) days prior to the Record Date of the General 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.

Current Articles of Association, ART 4 and 8

ART. 4 THE BOARD OF DIRECTORS
A Board comprising five to eight (5-10) 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. 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.

 3. PROPOSAL BY THE BOARD OF DIRECTORS FOR THE ANNUAL GENERAL MEETING 4 MARCH
    2010 FOR DONATIONS TO UNIVERSITIES


It is proposed that the Board be authorised to resolve on donations of EUR
1.500.000 at the maximum to be made to universities during 2010. The primary
recipient of the donations would be Aalto University. The other Finnish
companies under Wärtsilä Corporation are for their part considering donations to
Universities. The total sum of donations by Wärtsilä Corporation in 2010 to
Aalto University and other Universities is EUR 1.500.000.




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