2022-01-24 16:00:00 CET

2022-01-24 16:00:08 CET


REGULATED INFORMATION

English
Wärtsilä - Changes board/management/auditors

Proposals of the Shareholders’ Nomination Board to Wärtsilä’s Annual General Meeting 2022


Wärtsilä Corporation, Stock exchange release, 24.1.2022 at 17:00 PM EET

Proposals of the Shareholders’ Nomination Board to Wärtsilä’s Annual General
Meeting 2022

The Shareholders' Nomination Board of Wärtsilä Corporation presents the
following proposals to the Annual General Meeting to be held on 3 March 2022.
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 proposes that the number of Board members
shall be eight.

The Nomination Board proposes that Karen Bomba, Karin Falk, Johan Forssell, Tom
Johnstone, Risto Murto and Mats Rahmström shall be re-elected as members of the
Board. Maarit Aarni-Sirviö has informed that she is not available for the re
-election to the Board of Directors. Consequently, the Nomination Board proposes
that Morten H. Engelstoft shall be elected as a new member of the Board. A brief
presentation of Morten H. Engelstoft can be found on Wärtsilä’s website at
www.wartsila.com/investors.

All the proposed Board members are determined to be independent of the company.
With the exception of Tom Johnstone and Johan Forssell, all 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 on the board of Investor AB. Johan Forssell is determined to be
dependent of significant shareholders, due to his position as the President and
CEO of Investor AB.

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 proposes that the annual remuneration
payable, the fixed fees for the committee work and the meeting fees payable to
the members of the Board shall be as follows:

  · The annual remuneration payable to the members of the Board shall be EUR
200,000 (2021: 140,000) for the Chair, EUR 105,000 (105,000) for the Deputy
Chair and EUR 80,000 (70,000) for the ordinary members. In addition, the
Shareholders’ Nomination Board proposes that each member will be paid EUR 750
(750) per Board meeting attended. The Chair’s meeting fee shall be double this
amount.
  · The Chair of the Audit Committee shall receive a fixed fee of EUR 25,000
(20,000) and each member of the Committee a fixed fee of EUR 10,000 (10,000) for
the term.
  · The Chair of the People Committee shall receive a fixed fee of EUR 10,000
(10,000) and each member of the Committee a fixed fee of EUR 5,000 (5,000) 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, the
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 2021, the following members were appointed to the Shareholder’s Nomination
Board: Petra Hedengran representing Invaw Invest AB, Reima Rytsölä representing
Varma Mutual Pension Insurance Company, Hanna Hiidenpalo representing Elo Mutual
Pension Insurance Company, Mikko Mursula representing Ilmarinen 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 Nomination Board's
proposals related to the remuneration to be paid to the Board of Directors.

For further information, please contact:

Kari Hietanen
Executive Vice President, Corporate Relations and Legal Affairs
Tel: +358 10 709 5609
kari.hietanen@wartsila.com
For investor information, please contact:

Hanna-Maria Heikkinen
Vice President, Investor Relations
Tel: +358 10 709 1461
hanna-maria.heikkinen@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 their
environmental and economic performance. Our dedicated and passionate team of
17,500 professionals in 200 locations in more than 70 countries shape the
decarbonisation transformation of our industries across the globe. In 2020,
Wärtsilä’s net sales totalled EUR 4.6 billion. Wärtsilä is listed on Nasdaq
Helsinki.

www.wartsila.com