Proposals of the Shareholders’ Nomination Board to Wärtsilä’s Annual General Meeting 2024

Wärtsilä Corporation, Stock exchange release, 18 January 2024 at 19:00 EET

Proposals of the Shareholders’ Nomination Board to Wärtsilä’s Annual General Meeting 2024

The Shareholders' Nomination Board of Wärtsilä Corporation presents the following proposals to the Annual General Meeting to be held on 7 March 2024. 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 the Board members be eight.

Shareholders’ Nomination Board resolved to propose to the Annual General Meeting that Karen Bomba, Morten H. Engelstoft, Karin Falk, Johan Forssell, Tom Johnstone, Mats Rahmström, Tiina Tuomela and Mika Vehviläinen be re-elected as members of the Board.

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 on the board of Investor AB and 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 resolved to propose to the AGM 2024 that the remuneration to the members of the Board will be as follows:

• The annual remuneration payable to the members of the Board for the term shall remain at: EUR 200,000 for the Chair, EUR 105,000 for the Deputy Chair and EUR 80,000 for the ordinary members.
• In addition, meeting fees for board meetings will be paid as follows: the Chair will be paid EUR 1,500 per Board meeting attended and the other board members will be paid EUR 1,000 per Board meeting attended. These meeting fees are applied to board meetings in Finland for 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 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 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 28,000 and each member of the Committee a fixed fee of EUR 15,000 for the term and the Chair of the People Committee a fixed fee of EUR 22,000 and each member of the Committee a fixed fee of EUR 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.

Comparison of the remuneration

Annual remuneration payable remains the same for all members.

	Existing compensation	Proposal
Chair of the Board	EUR 200,000	EUR 200,000
Deputy Chair of the Board	EUR 105,000	EUR 105,000
Members of the Board	EUR 80,000	EUR 80,000

The structure of the Board meeting fees changes, and most fees are revised.

	Existing compensation	Proposal
Board meeting attendance:Chair of the Board	Fee of EUR 1,500 per meeting	Fee of EUR 1,500 per meeting
Board meeting attendance:Members of the Board	Fee of EUR 750 per meeting	Fee of EUR 1,000 per meeting
Board meeting attendance:Members of the Board domiciled in a European country other than the Nordic countries	Fee of EUR 750 per meeting	Fee of EUR 2,000 per meeting attended in Finland
Board meeting attendance:Members of the Board domiciled in a country outside Europe	Fee of EUR 750 per meeting	Fee of EUR 3,000 per meeting attended in Finland

The committee work fees are increased for both Audit Committee and People Committee.

	Existing compensation	Proposal
Chair of the Audit Committee	Fixed fee of EUR 25,000	Fixed fee of EUR 28,000
Members of the Audit Committee	Fixed fee of EUR 10,000 for the term	Fixed fee of EUR 15,000 for the term
Chair of the People Committee	Fixed fee of EUR 10,000	Fixed fee of EUR 22,000
Members of the People Committee	Fixed fee of EUR 5,000 for the term	Fixed fee of EUR 11,000 for the term

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 Chairman 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 2023, 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, Mikko Mursula representing Ilmarinen Mutual Pension Insurance Company, Carl Pettersson representing Elo Mutual Pension Insurance Company, and Chairman 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
[email protected]

For investor information, please contact:

Hanna-Maria Heikkinen
Vice President, Investor Relations
Tel: +358 10 709 1461
[email protected]

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 more than 240 locations in 79 countries shape the decarbonisation transformation of our industries across the globe. In 2022, Wärtsilä’s net sales totalled EUR 5.8 billion. Wärtsilä is listed on Nasdaq Helsinki. www.wartsila.com