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2016-01-27

Wärtsilä Oyj Abp: Notice to convene the Annual General Meeting of Wärtsilä Corporation

Wärtsilä Corporation, Stock exchange release, 27 January 2016 at 9:00 am EET

Notice to convene the Annual General Meeting of Wärtsilä Corporation

Notice is given to the shareholders of Wärtsilä Corporation to the Annual
General Meeting to be held on Thursday 3 March 2016 at 3.00 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 1.30 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 2015

- 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 1.20 per share be paid for the financial year 2015. The dividend 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 7 March 2016.
The payment date proposed by the Board for the dividend is 14 March 2016.

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

10. 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 shall in 2016 be as follows: for the
Chairman EUR 132,000, for the Deputy Chairman EUR 99,000 and for the ordinary
members EUR 66,000. In addition, the Nomination Committee of the Board
proposes that each member will be paid EUR 600/Board meeting attended. The
chairman's meeting fee shall be double this amount. The Nomination Committee
further proposes that each member of the Nomination Committee and the
Remuneration Committee will be paid EUR 700/committee meeting attended and
each member of the Audit Committee will be paid EUR 1,200/committee meeting
attended, and the chairmen's meeting fee being double these amounts.
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.

11. Resolution on the number of members of the Board of Directors

- The Nomination Committee of the Board proposes to the general meeting that
the number of the Board members be 8.

12. Election of members of the Board of Directors

- The Nomination Committee of the Board proposes to the general meeting that
Maarit Aarni-Sirviö, Kaj-Gustaf Bergh, Sune Carlsson, Tom Johnstone, Mikael
Lilius, Risto Murto, Gunilla Nordström and Markus Rauramo be re-elected as
members of the Board.

- The above-mentioned 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 Mikael Lilius as Chairman and Sune
Carlsson as Deputy Chairman of the Board.

13. Resolution on the remuneration of the auditor

- The Audit Committee of the Board proposes that the auditor be reimbursed
according to the auditor's invoice.

14. Election of auditor

- The Audit Committee of the Board proposes that the firm of public auditors
KPMG Oy Ab be re-elected as the auditor of the Company for the year 2016.

15. Authorisation to repurchase and distribute the Company's own shares

a) The Board of Directors proposes that the Annual General Meeting authorises
the Board of Directors to resolve to repurchase the Company's own shares in
one or more installments on the following conditions:
- The Board of Directors is authorised to resolve to repurchase a maximum of
19,000,000 shares in the Company, which represents 9.63% of all the shares in
the Company.
- Own shares will be repurchased using the Company's unrestricted
shareholders' equity, which means that the repurchases reduce the funds
available for distribution of profits. The shares may be repurchased through
public trading at the prevailing market price formed in public trading on the
NASDAQ Helsinki Oy on the date of repurchase.
- The shares will be repurchased in order to develop the capital structure of
the Company, to finance or carry out acquisitions or other arrangements, 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 in
deviation from the shareholders' pre-emptive rights.
- 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 authorisation of the shareholders' meeting.

b) The Board of Directors proposes that the Annual General Meeting authorises
the Board of Directors to resolve to distribute the Company's own shares in
one or more installments on the following conditions:
- The Board of Directors is authorised to distribute a maximum of 19,000,000
shares in the Company, which represents 9.63% of all the shares in the
Company.
- The Board of Directors is authorised to resolve to whom and in which order
the own shares will be distributed. The Board of Directors is authorised to
decide on the distribution of the Company's own shares otherwise than in
proportion to the existing pre-emptive right of the shareholders to purchase
the Company's own shares.
- The shares can be used as consideration e.g. in acquisitions or other
arrangements in the manner and to the extent decided by the Board of
Directors. The Board of Directors has also the right to decide on the
distribution of the shares in public trading for the purpose of financing
possible acquisitions.
- The authorisation includes the right for the Board of Directors to resolve
upon all other terms and conditions for the distribution of the shares held
by the Company.
- The authorisation for the Board of Directors to distribute the Company's own
shares shall be valid for three years from the authorisation of the
shareholders' meeting, and it cancels the authorisation given by the General
Meeting on 5 March 2015 to distribute the Company's own shares.

16. Board of Directors' proposal to change articles 2 (Sphere of Operations)
and 8 (Convocation) of the Articles of Association

- It is proposed to update Article 2 of the Articles to better reflect the
current activities of the Company as follows:

"The company shall develop, manufacture and sell mechanical and electrical
products, plants and systems, sell spare parts and provide operation and
maintenance services in the marine and energy markets either directly or
through its subsidiaries and associated companies. The company can also
provide financing, design and consulting services as well as engage in other
industrial and commercial activities. The company may deal in securities and
engage in other investment activities."

- It is proposed to change Article 8 of the Articles so that the notice to the
general meeting can be given by publishing it on the Company's website or in
not less than two (2) daily newspapers, which are commonly distributed in
Finland, as determined by the Board.

17. Donations to universities

- It is proposed that the Board be authorised to resolve on donations of EUR
1,300,000 at the maximum to be made to universities during 2016 and 2017. The
most significant recipient of the donations would be Aalto University.

18. Closing of the meeting

B. Documents of the general meeting

The proposals for the decisions on the matters on 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 11 February 2016. The proposals for
decisions and the other above-mentioned documents 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 of 17 March 2016 at the latest.

C. Instructions for the participants in the general meeting

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 22 February 2016 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 is registered in the shareholders' register of the company
and who wants to participate in the general meeting, shall register for the
meeting no later than 29 February 2016 at 16.00 hours by giving a prior
notice of participation which shall be received by the company no later than
on the above-mentioned date. Such notice can be given:
a) by e-mail: yk@wartsila.com
b) on the company's website www.wartsila.com/agm_register
c) by telephone (09.00 am to 12 noon on weekdays) +358 10 709 5282/Anita
Nenonen
d) by telefax +358 10 709 5701; or
e) 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. 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
date of the general meeting, i.e. 22 February 2016, would be entitled to be
registered in the shareholders' register held by Euroclear Finland Ltd. The
right to participate in the general ...

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