Wärtsilä Corporation: Proposals of the Shareholders' Nomination Board to Wärtsilä's Annual General Meeting 2026

Proposals of the Shareholders' Nomination Board to Wärtsilä's Annual General Meeting 2026

The Shareholders' Nomination Board of Wärtsilä Corporation presents the following proposals to the Annual General Meeting to be held on 12 March 2026. 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 members in the Board of Directors be eight.

Shareholders' Nomination Board resolved to propose to the Annual General Meeting that Karen Bomba, Morten H. Engelstoft, Henrik Ehrnrooth, Johan Forssell, Tom Johnstone, Tiina Tuomela and Mika Vehviläinen be re-elected as members of the Board of Directors. Karin Falk has informed that she is not available for re-election to the Board of Directors. The Shareholders' Nomination Board proposes Heather Rivard as a new member to the Board of Directors.

All the proposed members to the Board of Directors are determined to be independent of the company. With the exception of Tom Johnstone and Johan Forssell, all the 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 in the Board of Directors of Investor AB. Johan Forssell is determined to be dependent of significant shareholders, due to his position as the Senior Advisor of Investor AB. CVs of the proposed Board of Director members are available on Wärtsilä website at wartsila.com/agm.

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 Annual General Meeting 2026 that the remuneration to the members of the Board of Directors shall be as follows:

• The annual remuneration payable to the members of the Board for the term shall be EUR 212,000 (200,000) for the Chair, EUR 112,000 (105,000) for the Deputy Chair and EUR 85,000 (80,000) for the ordinary members.
• In addition, the meeting fees for the Board meetings shall be paid as follows: The Chair shall be paid EUR 1,500 (1,500) per Board meeting attended and the other Board members shall be paid EUR 1,000 (1,000) per Board meeting attended. These meeting fees are applied to the Board meetings in Finland for the members resident in the Nordic countries, to all Board meetings held outside of Finland and to all Board meetings held as teleconference, video conference 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 (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 (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 30,000 (28,000) and each member of the Committee a fixed fee of EUR 16,000 (15,000) for the term, and the Chair of the People Committee a fixed fee of EUR 24,000 (22,000) and each member of the Committee a fixed fee of EUR 12,000 (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.

Composition of the Shareholders' Nomination Board

In accordance with the decision of the Wärtsilä's Annual General Meeting of 5 March 2020, the Shareholders' 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 2025, 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, Annika Ekman representing Ilmarinen Mutual Pension Insurance Company, Carl Pettersson representing Elo 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 Shareholders' Nomination Board's proposal for his election to the Board of Directors or the Shareholders' Nomination Board's proposal related to the remuneration to be paid to the Board of Directors.

For further information, please contact:

Nora Steiner-Forsberg
Executive Vice President, Public Affairs and Legal
Tel: +358 10 709 5609
nora.steiner-forsberg@wartsila.com

For investor information, please contact:

Maija Hongas
Senior Manager, Investor Relations
Tel: +358 10 709 3178
maija.hongas@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 environmental and economic performance. Our dedicated and passionate team of 18,300 professionals in more than 230 locations in 77 countries shape the decarbonisation transformation of our industries across the globe. In 2024, Wärtsilä's net sales totalled EUR 6.4 billion. Wärtsilä is listed on Nasdaq Helsinki. www.wartsila.com