Hamworthy plc. Wärtsilä Technology Oy Ab

Transcription

1 Proof 5: THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. Part 2 (Explanatory Statement) of this document comprises an explanatory statement in compliance with section 897 of the Companies Act. This document contains a proposal which, if implemented, will result in the cancellation of the listing of Hamworthy Shares on AIM. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from a stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended), if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. If you have sold or otherwise transferred all of your Hamworthy Shares, please forward this document and the accompanying reply-paid envelope (but not the personalised Forms of Proxy or Loan Note Form of Election) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee. However, such documents should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of Hamworthy Shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected. The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. RECOMMENDED ACQUISITION of Hamworthy plc by Wärtsilä Technology Oy Ab (a wholly-owned subsidiary of Wärtsilä Corporation) to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 Shareholders should carefully read the whole of this document and the accompanying Forms of Proxy and, for certificated holders, who are not Overseas Shareholders only, the Loan Note Form of Election. However, your attention is drawn, in particular, to the letter from the Chairman of Hamworthy in Part 1 (Letter from the Chairman of Hamworthy Plc) of this document which contains the unanimous recommendation of the Directors to vote in favour of the resolutions to be proposed at the Meetings required to implement the Scheme, and a letter from Hawkpoint Partners Limited explaining the Scheme in greater detail and action to be taken, which is set out in Part 2 (Explanatory Statement) of this document. Notices of the Court Meeting and General Meeting of Hamworthy, each of which will be held at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA on 9 January 2012 are set out in Appendices X (Notice of Court Meeting) and XI (Notice of General Meeting) to this document respectively. The Court Meeting will start at a.m. and the General Meeting will start at a.m. (or as soon thereafter as the preceding Court Meeting has been concluded or adjourned) on the same date and at the same location. The action to be taken in respect of the Meetings is set out on pages 7 and 8 of this document. It is important that in relation to the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is fair representation of Scheme Shareholder opinion. If you have any questions relating to this document or the completion and return of your Forms of Proxy or Loan Note Form of Election, please call Capita Registrars between 8.30 a.m. and 5.30 p.m. Monday to Friday on from within the United Kingdom, or from outside the United Kingdom on +44 (0) Please note that calls to these numbers may be monitored or recorded and no advice on the Acquisition can be given, nor will any legal, tax or financial advice be given. Calls

2 to are charged at 10p per minute (including VAT) plus your service providers network extras. Other service providers costs may vary. Calls to +44 (0) from outside the UK are charged at applicable international rates. Some words and terms used in this document are defined in Appendix VIII (Definitions) to this document. All times referred to are London time unless otherwise stated. The Loan Notes have not been and will not be registered under the Securities Act in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof. The Loan Note Alternative will not, however, be made available to US Holders. UBS is exclusively acting for Wärtsilä and Wärtsilä Corporation and no one else in connection with the Acquisition and will not be responsible to anyone other than Wärtsilä and Wärtsilä Corporation for providing the protections offered to clients of UBS nor for providing advice in relation to the Acquisition or the contents of this or any transaction or arrangement referred to herein. Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Hamworthy and no one else in connection with the Acquisition and will not be responsible to anyone other than Hamworthy for providing the protections afforded to clients of Hawkpoint Partners Limited nor for providing advice in relation to the Acquisition or any other matter referred to in this document. Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Hamworthy and no one else in connection with the Acquisition, is not advising, or acting for, any other person and will not be responsible to anyone other than Hamworthy for providing the protections afforded to clients of Numis or for providing advice in connection with the Acquisition or for any matter referred to in this document. This document will be available on Hamworthy s website at as soon as possible and in any event by no later than 12 noon on 14 December You may request a hard copy of this document (and any information incorporated into it by reference from another source) by contacting Hamworthy s registrars, Capita Registrars, at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or on (or if calling from outside the UK: ) with an address to which the hard copy may be sent. Calls to cost 10 pence per minute including VAT. Calls to the helpline from outside the UK will be charged at the applicable international rate. Calls may be recorded and monitored for security and training purposes. The helpline cannot provide advice on the merits of the proposals nor give any financial, legal or tax advice. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. 2

3 c105946pu010 Proof 5: _13:54 B/L Revision: TO VOTE ON THE ACQUISITION If you are a Hamworthy Shareholder, whether or not you plan to attend the Meetings, please: 1. complete and return the BLUE Form of Proxy (for the Court Meeting), so as to be received by no later than a.m. on 7 January 2012; and 2. complete and return the WHITE Form of Proxy (for the General Meeting), so as to be received by no later than a.m. on 7 January If you require assistance, please telephone Capita Registrars between 8.30 a.m. and 5.30 p.m. Monday to Friday on (from within the UK) or +44 (0) (from outside the UK). Calls to are charged at 10p per minute (including VAT) plus network charges. Other service providers costs may vary. Calls to +44 (0) from outside the UK are charged at applicable international rates. Different charges may apply to calls from mobile telephones. Please note that calls to these numbers may be monitored or recorded, and no advice on the merits of the Acquisition or legal, tax or financial advice will be given. The completion and return of the Forms of Proxy will not prevent you from attending and voting in person at the Court Meeting or the General Meeting, or any adjournment thereof, in person should you wish to do so and are so entitled. If the blue Form of Proxy for use at the Court Meeting is not lodged by a.m. on 7 January 2012, it may be handed to Capita Registrars on behalf of the chairman at the Court Meeting before the taking of the poll. However, if the white Form of Proxy for use at the General Meeting is not lodged by a.m. on 7 January 2012, it will not be valid. IT IS IMPORTANT THAT, IN RELATION TO THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY. IF YOU ARE A SHAREHOLDER YOUR ATTENTION IS DRAWN TO THE REGIME FOR THE APPOINTMENT OF PROXIES, IN PARTICULAR THE APPOINTMENT OF MORE THAN ONE PROXY, SET OUT IN THE NOTES TO THE FORM OF PROXY AND THE NOTES TO THE NOTICE OF GENERAL MEETING IN APPENDIX XI (NOTICE OF GENERAL MEETING) TO THIS DOCUMENT. This page should be read in conjunction with the section headed ACTION TO BE TAKEN set out on pages 7 and 8 of this document (which includes details of the procedures for electronic submission of proxies) as well as the rest of the document. 3

4 c105946pu010 Proof 5: _13:54 B/L Revision: IMPORTANT NOTICE Neither this document nor the accompanying documents constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to these documents or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth herein since that date. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Wärtsilä, Wärtsilä Corporation or Hamworthy except where otherwise stated. The distribution of this document and the accompanying documents in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document and/or the accompanying documents comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This document and the accompanying documents have been prepared for the purpose of complying with English law, the City Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the UK. The availability of the Acquisition to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not so resident should inform themselves about and observe any applicable requirements in those jurisdictions. The attention of Overseas Shareholders is drawn to paragraph 12 of Part 2 (Explanatory Statement) of this document. NOTICE TO US INVESTORS IN HAMWORTHY US Holders may vote in respect of the resolutions to be proposed at the meetings to be convened in connection with the Scheme. US Holders should note that the Scheme relates to the shares of a UK company that is a foreign private issuer as defined under Rule 3b-4 under the US Securities Exchange Act of 1934 (the US Exchange Act ), is subject to UK disclosure requirements (which are different from those of the United States) and is proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement for a foreign private issuer is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. Financial information included in this document has been prepared, except the financial information relating to the Wärtsilä Group in Appendix IV (Historical Financial Information) and unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. The receipt of cash pursuant to the Scheme by a US Holder as consideration for the cancellation of its Hamworthy Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Hamworthy Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Scheme applicable to it. If, in the future, Wärtsilä exercises the right to implement the Acquisition by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations. The Loan Notes that may be issued pursuant to the Scheme have not been and will not be registered under the Securities Act. Nonetheless, even though the Loan Note Alternative will not be made available to US Holders, notice of the Loan Note Alternative will be given to US Holders on the same basis as it is given to other holders. Accordingly, the offer of the Loan Notes will be made in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof. 4

5 c105946pu010 Proof 5: _13:54 B/L Revision: CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This document (including information incorporated by reference in this document), oral statements made regarding the Acquisition, and other information published by Wärtsilä, Wärtsilä Corporation and Hamworthy contain statements that are or may be deemed to be forward-looking statements, including for the purposes of the US Private Securities Litigation Reform Act of These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of Wärtsilä and/or Hamworthy about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Acquisition on Hamworthy, Wärtsilä, the expected timing and scope of the Acquisition, synergies, other strategic options and all other statements in this document other than historical facts. Forwardlooking statements may (but will not always) include, without limitation, statements typically containing words such as targets, plans, aims, intends, expects, anticipates, believes, estimates, will, may, budget, forecasts and should and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Wärtsilä or Hamworthy. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Acquisition, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither Wärtsilä nor Hamworthy, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, express by disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required, or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward-looking statement in this document will actually occur. Nothing in this document is intended to be a profit forecast and the statements in this document should not be interpreted to mean that the earnings per Wärtsilä Share or Hamworthy Share for the current or future financial periods will necessarily be greater than those for the relevant preceding financial period. The statements contained herein are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set forth herein since that date. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Hamworthy or Wärtsilä except where otherwise stated. DEALING DISCLOSURE REQUIREMENTS Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant 5

6 c105946pu010 Proof 5: _13:54 B/L Revision: securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure. Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person s interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel s website at including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel s Market Surveillance Unit on +44 (0) This document is dated 13 December

7 c105946pu010 Proof 5: _13:54 B/L Revision: ACTION TO BE TAKEN Voting at the Court Meeting and the General Meeting The Court Meeting and the General Meeting are being convened for 9 January 2012 at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA at a.m. and a.m. respectively (or in the case of the General Meeting, if later, as soon as the Court Meeting has been concluded or adjourned). You will find enclosed with this document: * a blue Form of Proxy for use in respect of the Court Meeting; * a white Form of Proxy for use in respect of the General Meeting; * a green Loan Note Form of Election in respect of the Loan Note Alternative (holders of certificated Hamworthy Shares who are not Overseas Shareholders only); and * a reply-paid envelope for use in the United Kingdom for the return of the Loan Note Form of Election (holders of certificated Hamworthy Shares who are not Overseas Shareholders only). If you have not received all of the documents relevant to you, please contact Capita Registrars on the helpline telephone number indicated below. Whether or not you intend to attend both or either of the Meetings, please complete the enclosed Forms of Proxy and return them in accordance with the instructions printed thereon so as to be received by Capita Registrars, Hamworthy s registrars, by post or by hand, during normal business hours (only), to Capita Registrars, at PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than: Blue Forms of Proxy for the Court Meeting a.m. on 7 January 2012 White Forms of Proxy for the General Meeting a.m. on 7 January 2012 (or, in the case of an adjournment, not later than 48 hours before the time and date fixed for the holding of the adjourned Meeting). Returning the Forms of Proxy will enable your votes to be counted at the Meetings in the event of your absence. If the blue Form of Proxy for use at the Court Meeting is not lodged by a.m. on 7 January 2012 (or, in the case of an adjournment, not later than 48 hours before the time and date fixed for the holding of the adjourned Court Meeting), it may be handed to Capita Registrars on behalf of the chairman at the Court Meeting before the taking of the poll. However, in the case of the General Meeting, unless the white Form of Proxy is lodged so as to be received by a.m. on 7 January 2012 (or, in the case of an adjournment, not later than 48 hours before the time and date fixed for the holding of the adjourned General Meeting), it will be invalid. The completion and return of a Form of Proxy will not prevent you from attending and voting at either the Court Meeting or the General Meeting, or any adjournment thereof, in person if you wish to do so. Shareholders are entitled to appoint a proxy in respect of some or all of their Hamworthy Shares. Shareholders are also entitled to appoint more than one proxy. A space has been included in the Forms of Proxy for both the Court Meeting and the General Meeting to allow Shareholders entitled to attend and vote at the relevant Meeting to specify the number of Hamworthy Shares or (as the case may be) Scheme Shares in respect of which that proxy is appointed. Shareholders who return a Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their Hamworthy Shares or Scheme Shares (as the case may be). Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact Capita Registrars for further Forms of Proxy or photocopy the Forms of Proxy as required. Such Shareholders should also read the notes in respect of the appointment of multiple proxies as set out in Appendix XI (Notice of General Meeting) to this document, and in the Forms of Proxy. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer s agent (ID number RA10) not later than a.m. on 7 January 2012 in the case of the Court Meeting and by a.m. on 7 January 2012 in the case of the General Meeting (or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a proxy 7

8 c105946pu010 Proof 5: _13:54 B/L Revision: appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Regulations. For further details please refer to the accompanying notes for the notice of General Meeting contained in Appendix XI (Notice of General Meeting) to this document. IT IS IMPORTANT THAT, FOR THE COURT MEETING, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. YOU ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN YOUR FORMS OF PROXY OR SUBMIT A CREST PROXY INSTRUCTION. Elections for the Loan Note Alternative Shares held in certificated form If your Hamworthy Shares are held in certificated form and you are not an Overseas Shareholder, you will have received a GREEN Loan Note Form of Election with this document. You should only complete and return the GREEN Loan Note Form of Election if you wish to receive Loan Notes instead of cash in respect of some or all of your holding of Scheme Shares. An explanation of the Loan Note Alternative is set out in paragraph 3 of Part 2 (Explanatory Statement) of this document and notes on completing the Loan Note Form of Election are set out in Appendix III (Procedure for Electing for the Loan Note Alternative) of this document. You should complete your GREEN Loan Note Form of Election in accordance with the instructions printed on the form and return it by post or by hand (during normal business hours only) in the reply paid envelope provided to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible but in any event, so as to be received by no later than a.m. on 19 January Shares held in uncertificated form If your shares are held in uncertificated form and you are not an Overseas Shareholder and you wish to elect to receive Loan Notes instead of cash in respect of some or all of your holding of Scheme Shares, you should not complete a Loan Note Form of Election but instead take (or procure to be taken) the actions outlined in paragraph 1.2 of Appendix III (Procedure for Electing for the Loan Note Alternative) of this document to transfer Scheme Shares in respect of which you wish to elect for the Loan Note Alternative to an escrow balance, using a TTE Instruction specifying Capita Registrars (in its capacity as CREST participant under the CREST participant ID RA10) as the Escrow Agent, as soon as possible, and in any event so that the TTE Instruction settles no later than a.m. on 19 January Notes setting out further details of actions that should be taken by those wishing to make an election for the Loan Note Alternative are set out in Appendix III (Procedure for Electing for the Loan Note Alternative) of this document. Overseas Shareholders will be entitled to receive only Cash Consideration and will not be entitled to elect to receive Loan Notes as consideration pursuant to the Loan Note Alternative. Helpline If you have any questions relating to this document, the Meetings or the completion and return of the Forms of Proxy or Loan Note Form of Election, please call the Company s registrars, Capita Registrars, on or, if telephoning from outside the United Kingdom, on +44 (0) , Monday to Friday from 8.30 a.m. to 5.30 p.m. Please note that calls to these numbers may be monitored or recorded, and no advice on the merits of the Acquisition or legal, tax or financial advice will be given. Calls to are charged at 10p per minute (including VAT) plus network charges. Other service providers costs may vary. Calls to +44 (0) from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. 8

9 c105946pu010 Proof 5: _13:54 B/L Revision: CONTENTS PAGE EXPECTED TIMETABLE OF PRINCIPAL EVENTS PART 1 - LETTER FROM THE CHAIRMAN OF HAMWORTHY PLC PART 2 - EXPLANATORY STATEMENT PART 3 - THE SCHEME OF ARRANGEMENT APPENDIX I Conditions and Certain Further Terms of the Acquisition APPENDIX II Summary of the Terms of the Loan Notes APPENDIX III Procedure for Electing for the Loan Note Alternative APPENDIX IV Historical Financial Information APPENDIX V UK Taxation APPENDIX VI Additional Information APPENDIX VII Bases and Sources APPENDIX VIII Definitions APPENDIX IX Employee Representatives Opinion APPENDIX X Notice of Court Meeting APPENDIX XI Notice of General Meeting

10 EXPECTED TIMETABLE OF PRINCIPAL EVENTS EVENT TIME AND DATE (4) Latest time for lodging blue Forms of Proxy for the Court Meeting (1) a.m. on 7 January 2012 Latest time for lodging white Forms of Proxy for the General Meeting (1) a.m. on 7 January 2012 Scheme Voting Record Time for Court Meeting and General Meeting (2) 6.00 p.m. on 7 January 2012 Court Meeting a.m. on 9 January 2012 General Meeting (3) a.m. (3) on 9 January 2012 Latest time for lodging green Forms of Election and TTE Instructions in respect of the Loan Note Alternative a.m. on 19 January 2012 Scheme Court Hearing (to sanction the Scheme) (4) 26 January 2012 Suspension of trading, and last time for registration of transfers of, and disablement in CREST of, Hamworthy Shares (4) 5.00 p.m. on 27 January 2012 Reduction Record Time (4) 6.00 p.m. on 27 January 2012 Reduction Court Hearing (to confirm the Reduction of Capital) (4) 30 January 2012 Effective Date (4) 31 January 2012 Cancellation of trading of Hamworthy Shares (4) by no later than 8.00 a.m. on 31 January 2012 Latest date for despatch of cheques and crediting of CREST accounts for Cash Consideration due under the Scheme and despatch of Loan Note Certificates (if applicable) (4) 14 February 2012 Long Stop Date 13 June 2012 Notes: (1) The blue Forms of Proxy for the Court Meeting may also be handed to Hamworthy s registrars, Capita Registrars, on behalf of the chairman at the Court Meeting before the taking of the poll. However, the white Forms of Proxy for the General Meeting must be lodged by a.m. on 7 January 2012 in order to be valid (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned General Meeting). The Court Meeting and the General Meeting will be held at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA. (2) If either the Court Meeting or the General Meeting is adjourned, the Scheme Voting Record Time for the adjourned Meeting will be 6.00 p.m. on the date two days before the date set for the adjourned Meeting. (3) In the event that the Court Meeting concludes after a.m., the General Meeting will follow as soon as possible thereafter. (4) These dates and times are indicative only and will depend, among other things, on the dates by which all necessary anti-trust clearances are obtained and the dates on which the Court sanctions the Scheme and confirms the associated Reduction of Capital. This timetable assumes that German and Norwegian anti-trust clearances are obtained by not later than 26 January If clearances are obtained by a later date, these dates may be put back accordingly. If any of these expected dates change, Hamworthy will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service. (5) A copy of this timetable and any notice amending the timetables issued pursuant to note (4) above, will be published on Hamworthy s website in accordance with Rule 30.4 of the City Code. (6) Unless otherwise stated, all references to times are to London time. 10

11 c105946pu010 Proof 5: _13:54 B/L Revision: PART 1 LETTER FROM THE CHAIRMAN OF HAMWORTHY PLC Directors: Gordon Page Joe Oatley Paul Crompton Alan Frost Simon Nicholls James Wilding Registered in England & Wales (No ) Registered Office: Fleets Corner, Poole, Dorset BH17 0JT 13 December 2011 To Hamworthy Shareholders (and, for information only, to participants in the Hamworthy Share Schemes) Dear Shareholder, RECOMMENDED ACQUISITION OF HAMWORTHY PLC BY WÄRTSILÄ TECHNOLOGY OY AB, A WHOLLY-OWNED SUBSIDIARY OF WÄRTSILÄ CORPORATION 1. Introduction On 22 November 2011, the Wärtsilä Directors and the Hamworthy Directors announced that they had reached agreement on the terms of a recommended cash offer, to be made by Wärtsilä, a whollyowned subsidiary of Wärtsilä Corporation, for the Scheme Shares. I am now writing to you to explain the background to, and terms of, the Acquisition and also to explain why the Board is unanimously recommending that you vote in favour of the Scheme and the resolutions to be proposed at the Meetings required to implement the Scheme, as the Directors have irrevocably undertaken to do in respect of their entire beneficial holdings of Hamworthy Shares and those of their spouses. Further details of the Acquisition are set out in the Explanatory Statement from Hawkpoint, Hamworthy s financial adviser, contained in Part 2 (Explanatory Statement) of this document. This document also contains notices of the Meetings at which resolutions implementing the Acquisition will be put to Hamworthy Shareholders. 2. Summary of the terms of the Acquisition It is intended that the Acquisition will be implemented by means of a scheme of arrangement between Hamworthy and Scheme Shareholders under Part 26 of the Companies Act (involving, amongst other things, a reduction of capital under chapter 10 of Part 17 of the Companies Act) although Wärtsilä may elect to implement the Acquisition by way of a Takeover Offer where permitted to do so in accordance with the Code. Full details of the Scheme are set out in Part 3 (The Scheme of Arrangement) of this document. The Scheme is subject to the Conditions and further terms set out in Appendix I (Conditions and Certain Further Terms of the Acquisition) to this document. If the Scheme and the Reduction of Capital become Effective, it is proposed that Scheme Shareholders on the register of members of Hamworthy at the Reduction Record Time will receive (subject to elections under the Loan Note Alternative explained below): for each Scheme Share 825 pence in cash The Offer Price is offered on the basis that Hamworthy Shareholders will not receive an interim dividend in respect of Hamworthy s financial year ending 31 March If a dividend were to be declared the Offer Price would be adjusted downwards on an equivalent basis. The Offer Price of 825 pence per share represents a premium of approximately: * 56.2 per cent. to the average Closing Price of 528 pence per Hamworthy Share for the twelve months ended on 16 November 2011, being the last Business Day prior to the commencement of the Offer Period; * 50.2 per cent. to the average Closing Price of 549 pence per Hamworthy Share for the three months ended on 16 November 2011, being the last Business Day prior to the commencement of the Offer Period; 11

12 c105946pu010 Proof 5: _13:54 B/L Revision: * 60.2 per cent. to the Closing Price of 515 pence per Hamworthy Share on 20 October 2011, being the last Business Day prior to Wärtsilä approaching Hamworthy with regards to the Acquisition; and * 20.4 per cent. to the Closing Price of 685 pence per Hamworthy Share on 16 November 2011, being the last Business Day prior to the commencement of the Offer Period. In addition the Acquisition represents an EV/LTM EBITDA of 14.3x as of 30 September 2011 when including the recent acquisition by Hamworthy of AW Flow. The Acquisition values Hamworthy s entire issued and to be issued share capital at approximately 383 million. The Scheme requires the approval of Scheme Shareholders at the Court Meeting and of Hamworthy Shareholders at the General Meeting, both of which have been convened for 9 January The Acquisition is conditional, amongst other things, upon clearance from the German and Norwegian competition authorities. If the Scheme becomes Effective it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted in favour of the resolutions at the Court Meeting or the General Meeting. Further details of the Scheme are set out in Parts 2 (Explanatory Statement) and 3 (The Scheme of Arrangement) of this document. If the Scheme becomes Effective, subject to elections made under the Loan Note Alternative, cheques in respect of the Cash Consideration will be despatched by post to Scheme Shareholders at their own risk (or the Cash Consideration will be settled through CREST, as the case may be) as soon as practicable and in any event within 14 days after the Effective Date (unless the Panel agrees otherwise). 3. Loan Note Alternative As an alternative to some or all of the Cash Consideration to which they would otherwise be entitled under the Scheme, Hamworthy Shareholders (other than Overseas Shareholders) will be entitled to elect to receive Loan Notes to be issued by Wärtsilä on the following basis: for every whole 1 in Cash Consideration otherwise receivable under the Scheme 1 nominal value of Loan Notes The Loan Notes will be governed by English law and will be issued, credited as fully paid, in denominations and integral multiples of 1 nominal value. The Loan Notes will have the benefit of an unsecured guarantee from Wärtsilä Corporation in respect of all obligations for the life of the Loan Notes. No fraction of a Loan Note will be issued. Each Transfer Shareholder s aggregate entitlement to Loan Notes will be rounded down to the nearest 1 and the balance of the consideration disregarded and not paid to such Transfer Shareholder. The Loan Notes will be nontransferable other than to a Noteholder s spouse, civil partner, child, step child or family trust, in each case who is not a person whose registered address is outside the United Kingdom or who is a resident of a country other than the United Kingdom. The Loan Notes will not be qualifying corporate bonds. The Loan Notes will bear interest from the date of issue to the relevant holder of the Loan Notes at a rate per annum of LIBOR. Interest will be payable semi-annually in arrears on 30 June and 31 December in each year or, if that day is not a business day 1, on the immediately following business day (each, an Interest Payment Date ). The first Interest Payment Date will be 30 June 2012 or, if later, six months from the date of issue or, in either case if that day is not a business day, on the immediately following business day (the First Interest Payment Date ) in respect of the period from and including the date of issue of the Loan Notes up to (but excluding) the First Interest Payment Date. The Loan Notes will be redeemable at par (together with accrued interest less any tax required by law to be withheld or deducted therefrom), in whole or in part, for cash at the option of the Noteholders for the first time on the First Interest Payment Date and subsequently semi-annually on subsequent Interest Payment Dates. In certain circumstances, Wärtsilä will have the right to redeem all of the Loan Notes. If not previously redeemed, the final redemption date will be the date falling 1 Under the Loan Note Instrument, a business day means a day except a Saturday or Sunday, on which banks generally are open for business in London, England and Helsinki, Finland. 12

13 c105946pu010 Proof 5: _13:54 B/L Revision: five years after the date of issue of the Loan Notes (or, if such date is not a business day, on the next following business day). No Loan Notes will be issued unless, on or before the Loan Note Deadline, valid elections have been received in respect of at least 2 million in aggregate nominal value of Loan Notes. If insufficient elections are received, Hamworthy Shareholders electing for the Loan Note Alternative will instead receive cash in accordance with the terms of the Acquisition. If at any time on or after the First Interest Payment Date the outstanding nominal amount of Loan Notes is equal to or less than 2 million, Wärtsilä will be entitled to redeem all of the then outstanding Loan Notes. The Loan Note Alternative will be conditional upon the Acquisition becoming Effective. The Loan Notes will not be offered to Overseas Shareholders. Hamworthy Shareholders should consider carefully, in light of their own investment objectives and tax position, whether they wish to elect for Loan Notes under the Loan Note Alternative and are strongly advised to seek their own independent financial advice before making any such election. 4. Recommendation and irrevocable undertakings The Directors, who have been so advised by Hawkpoint, consider the terms of the Acquisition to be fair and reasonable so far as Hamworthy Shareholders are concerned. In providing their advice to the Directors, Hawkpoint has taken into account the commercial assessments of the Directors. The Directors unanimously recommend that Hamworthy Shareholders vote in favour of the Scheme at the Court Meeting and in favour of the resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to vote or procure votes in respect of their entire beneficial holdings of Hamworthy Shares (and, where applicable, those of their spouses) amounting in aggregate to 248,815 Hamworthy Shares (representing approximately 0.55 per cent. of the existing issued share capital of Hamworthy). Further details of these irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting are set out in paragraph 5 of Appendix VI (Additional Information) to this document. Copies of the irrevocable undertakings are on display on Hamworthy s website ( and will continue to be so until the closing of the Acquisition. 5. Background to and reasons for recommending the Acquisition Following an initial approach from Wärtsilä regarding a potential acquisition of Hamworthy on 21 October 2011 and a number of subsequent discussions, during which the Board of Hamworthy, in consultation with its advisers, gave careful consideration to the fundamental value of the business and the commercial and current macro-economic environment, the Board of Hamworthy believes that the recommended all-cash offer is at a level which represents fair value. In arriving at their decision to recommend the Acquisition, the Hamworthy Directors have taken into account that the terms of the Acquisition represent a significant premium as set out in paragraph 2 above. In addition, the Hamworthy Directors have taken into account that the terms of the Acquisition represent an EV/LTM EBITDA of 14.3x as of 30 September 2011 when including the recent acquisition by Hamworthy of AW Flow. The combination of Wärtsilä and Hamworthy provides a unique opportunity to drive increased penetration and cross-selling of Hamworthy s solutions on a global scale through the additional resources and assets available to the enlarged group. The Board of Hamworthy has been impressed by the vision and expertise of Wärtsilä and believes the combination will create an exciting platform for long-term growth to the benefit of customers, stakeholders and employees alike. Having considered Wärtsilä s stated current intentions for Hamworthy and having regard to Wärtsilä s size and profile, the Board of Hamworthy regards favourably the prospects for Hamworthy within the Wärtsilä Group, including for Hamworthy s places of business, management, employees and other stakeholders. 6. Intentions regarding Hamworthy and its management and employees Wärtsilä has stated that it attaches great importance to the skills, experience and industry knowledge of the existing management and employees of Hamworthy, who have contributed to Hamworthy s success to date, and whom Wärtsilä has stated that it would anticipate playing an important role in 13

14 c105946pu010 Proof 5: _13:54 B/L Revision: the development of the enlarged business. Wärtsilä has stated its intention to support Hamworthy s management in continuing to develop and execute their longer term strategy for Hamworthy. Within the period of approximately three months following completion of the Acquisition, Wärtsilä intends to perform a strategic review of Hamworthy s business and operations (the Strategic Review ). The Strategic Review is required because Wärtsilä has to date been provided with limited access to information relating to the Hamworthy Group and its employees. The Strategic Review will involve Wärtsilä considering potential areas for business integration in the enlarged Wärtsilä Group and identifying growth opportunities. Until the Strategic Review is completed, Wärtsilä cannot be certain what repercussions there will be on the employment of the management and employees of the Hamworthy Group or the Wärtsilä Group, the locations of Hamworthy s or Wärtsilä s places of business or any redeployment of Hamworthy s fixed assets. Wärtsilä has no intentions to make any changes in relation to these matters until the Strategic Review has been completed. Wärtsilä has confirmed that, upon and following completion of the Acquisition, the Hamworthy Group employers will continue to comply with the contractual entitlements of existing employees in relation to pension and employment rights. Wärtsilä has agreed that Hamworthy enter into additional agreements with Joe Oatley and Paul Crompton which provide that if the respective service contracts of either of them are terminated without cause or if they resign, in either case within 12 months from the date on which the Scheme becomes Effective, the relevant person will receive twelve months salary together with benefits and bonus at the same percentage received in the last financial year of Hamworthy. Hawkpoint, as financial adviser to Hamworthy, considers the arrangements to be fair and reasonable. No other proposals have been made to enter into any incentivisation arrangements with members of Hamworthy s management. As at the Close of Business on 9 December 2011 (the last practicable date prior to posting this document) Hamworthy had received an employee representatives opinion in relation to the Acquisition (pursuant to Rule 25.9 of the Code) from the works council of one of its subsidiaries, Hamworthy Serck Como GmbH, which is attached at Appendix IX (Employee Representatives Opinion) to this document. 7. Hamworthy Share Schemes Details of the effect of the Scheme on existing rights under the Hamworthy Share Schemes are set out in paragraph 13 of Part 2 (Explanatory Statement) of this document. Separate letters will be sent to participants in the Hamworthy Share Schemes with further details of the actions they can take in respect of their options and awards. 8. Cancellation of trading of Hamworthy Shares The attention of Hamworthy Shareholders is drawn to paragraph 11 of Part 2 (Explanatory Statement) of this document in relation to Hamworthy s intention to cancel the admission to trading of Hamworthy Shares on AIM. 9. Taxation Your attention is drawn to Appendix V (UK Taxation) to this document. If you are in any doubt as to your tax position or you are resident in a jurisdiction other than the UK, you should consult your independent professional adviser. 10. Meetings and action to be taken The Scheme and the Acquisition are subject to the satisfaction or (where applicable) waiver of the Conditions set out in Appendix I (Conditions and Certain Further Terms of the Acquisition) to this document. In order for the Scheme to become Effective, (i) a special resolution (requiring at least 75 per cent. of votes cast) implementing the Scheme must be passed by Hamworthy Shareholders at the General Meeting, and (ii) the Scheme must also be approved by a majority in number of those Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting, representing 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders. Under the Companies Act, the Scheme and the Reduction of Capital are also subject to the approval of the Court at the Scheme Court Hearing and the Reduction Court Hearing. These Court Hearings will not be held until the German and Norwegian anti-trust clearances have been received and other 14

15 c105946pu010 Proof 5: _13:54 B/L Revision: Conditions are satisfied or (where applicable) waived. If the Scheme becomes Effective it will be binding on all Scheme Shareholders, irrespective of whether or not they voted in favour of the Scheme. You will find enclosed with this document: * a blue Form of Proxy for use in respect of the Court Meeting; * a white Form of Proxy for use in respect of the General Meeting; * a green Loan Note Form of Election (holders of certificated Hamworthy Shares who are not Overseas Shareholders only); and * a reply-paid envelope for use in the United Kingdom for the return of the Loan Note Form of Election (holders of certificated Hamworthy Shares who are not Overseas Shareholders only). Whether or not you intend to attend the Meetings, you are requested to complete and sign the enclosed Forms of Proxy and return them in accordance with the instructions printed on them. Returning the Forms of Proxy will enable your votes to be counted at the Meetings in the event of your absence. Completed Forms of Proxy should be returned to the Company s registrars, Capita Registrars, by hand (during normal business hours only) or by post to Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent, BR3 4TU so as to be received no later than a.m. on 7 January 2012 in relation to the Court Meeting and no later than a.m. on 7 January 2012 in relation to the General Meeting (or, in the case of any adjournment of either meeting, not later than 48 hours before the time fixed for the holding of the adjourned Meeting). If the blue Form of Proxy for use at the Court Meeting is not returned by such time, it may be handed to Capita Registrars on behalf of the chairman of the meeting before the taking of the poll at the Court Meeting and will still be valid. However, the white Form of Proxy for use at the General Meeting will be invalid unless it is received by a.m. on 7 January 2012 (or, in the case of any adjournment of such meeting, not later than 48 hours before the time fixed for the holding of the adjourned Meeting). The completion and return of the Forms of Proxy will not prevent you from attending and voting in person at either of the Meetings, or at any adjournment thereof, if you so wish and are entitled to do so. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact Capita Registrars for further Forms of Proxy or photocopy the Forms of Proxy as required. Such Shareholders should also read the notes in respect of the appointment of multiple proxies as set out in Appendix XI (Notice of General Meeting) to this document, and on the Forms of Proxy. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer s agent (ID number RA10) not later than a.m. on 7 January 2012 in the case of the Court Meeting and by a.m. on 7 January 2012 in the case of the General Meeting (or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Regulations. It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of Scheme Shareholders. You are therefore strongly urged to sign and return your Forms of Proxy. If you have any questions relating to this document or the completion and return of the Forms of Proxy, please call the Company s registrars, Capita Registrars, on or, if telephoning from outside the United Kingdom, on +44 (0) , Monday to Friday from 8.30 a.m. to 5.30 p.m. Please note that calls to these numbers may be monitored or recorded, and no advice on the merits of the Acquisition or legal, tax or financial advice will be given. Calls to are charged at 10p per minute (including VAT) plus network charges. Other service providers costs may vary. Calls to +44 (0) from outside the UK are charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Capita Registrars helpline cannot provide advice on the merits of the Acquisition nor give financial, legal or tax advice. 15

16 11. Current trading and prospects relating to Hamworthy Details of the current trading and prospects relating to Hamworthy are set out in paragraph 7 of Part 2 (Explanatory Statement) of this document. 12. Further information You should ensure that you read the remainder of this document, including the letter from Hamworthy s financial adviser Hawkpoint contained in Part 2 (Explanatory Statement) of this document. Please note that the information contained in this letter is in summary form only and reading this letter is not a substitute for reading the remainder of this document. Overseas Shareholders should refer to paragraph 12 of Part 2 (Explanatory Statement) of this document. Details relating to settlement are included in paragraph 14 of Part 2 (Explanatory Statement) of this document. Yours faithfully, Gordon Page Chairman 16

17 c105946pu020 Proof 5: _13:55 B/L PART 2 EXPLANATORY STATEMENT (in compliance with section 897 of the Companies Act 2006) Hawkpoint Partners Limited 41 Lothbury London EC2R 7AE 13 December 2011 To Hamworthy Shareholders (and, for information only, to participants in the Hamworthy Share Schemes) Dear Shareholder, RECOMMENDED ACQUISITION OF HAMWORTHY PLC BY WÄRTSILÄ TECHNOLOGY OY AB, A WHOLLY-OWNED SUBSIDIARY OF WÄRTSILÄ CORPORATION 1. Introduction On 22 November 2011, Wärtsilä and the Hamworthy Directors announced that they had agreed the terms of a recommended cash offer to be made by Wärtsilä, a wholly-owned subsidiary undertaking of Wärtsilä Corporation for the entire issued and to be issued share capital of Hamworthy at a price of 825 pence per Hamworthy Share. The Acquisition values the entire issued and to be issued share capital of Hamworthy at approximately 383 million. The Acquisition is to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act (involving a reduction of capital under chapter 10 of Part 17 of the Companies Act). Your attention is drawn to the letter from Gordon Page, the Chairman of Hamworthy, set out in Part 1 (Letter from the Chairman of Hamworthy plc) of this document, which, together with the remainder of this document, forms part of this Explanatory Statement. That letter contains, amongst other things, the unanimous recommendation by the Directors to Hamworthy Shareholders to vote in favour of the resolutions to approve and implement the Scheme to be proposed at the Court Meeting and the General Meeting and the reasons for that recommendation. That letter also states that the Directors, who have been so advised by Hawkpoint consider the terms of the Acquisition to be fair and reasonable so far as Hamworthy Shareholders are concerned. In providing its advice, Hawkpoint has taken into account the Directors commercial assessments. The Directors cannot and do not give any advice or recommendation to Scheme Shareholders as to whether, or as to what extent, they should elect for the Loan Note Alternative. Whether to elect for the Loan Note Alternative is a matter for each Scheme Shareholder to decide and will be influenced by his or her individual financial and tax circumstances. Scheme Shareholders should seek advice from their own professional independent financial advisers if they are in any doubt as to the action they should take. Hawkpoint has been authorised by the Directors to write to you to explain the Scheme and set out the terms of the Acquisition and to provide you with other relevant information. The terms of the Scheme are set out in full in Part 3 (The Scheme of Arrangement) of this document. Your attention is also drawn to the Conditions set out in Appendix I (Conditions and Certain Further Terms of the Acquisition) to this document, which must be satisfied or (where applicable) waived in order for the Scheme to become Effective, the information on UK taxation in Appendix V (UK Taxation) to this document, as well as the additional information set out in Appendix VI (Additional Information) to this document. Hamworthy Shareholders should read the whole of this document before deciding whether or not to vote in favour of the Scheme. 17

18 c105946pu020 Proof 5: _13:55 B/L 2. Summary of the Acquisition The Acquisition will be implemented by means of a scheme of arrangement between Hamworthy and Scheme Shareholders under Part 26 of the Companies Act (involving a reduction of capital under chapter 10 of Part 17 of the Companies Act). Full details of the Scheme are set out in Part 3 (The Scheme of Arrangement) of this document. The Scheme is subject to the Conditions and further terms set out in Appendix I (Conditions and Certain Further Terms of the Acquisition) to this document. If the Scheme and the Reduction of Capital become Effective, it is proposed that Scheme Shareholders on the register of members of Hamworthy at the Reduction Record Time will receive (subject to elections made under the Loan Note Alternative): for each Scheme Share 825 pence in cash The Offer Price is offered on the basis that Hamworthy Shareholders will not receive an interim dividend in respect of Hamworthy s financial year ending 31 March If a dividend were to be declared the Offer Price would be adjusted downwards on an equivalent basis. The Offer Price of 825 pence per share represents a premium of approximately: * 56.2 per cent. to the average Closing Price of 528 pence per Hamworthy Share for the twelve months ended on 16 November 2011, being the last Business Day prior to the commencement of the Offer Period; * 50.2 per cent. to the average Closing Price of 549 pence per Hamworthy Share for the three months ended on 16 November 2011, being the last Business Day prior to the commencement of the Offer Period; * 60.2 per cent. to the Closing Price of 515 pence per Hamworthy Share on 20 October 2011, being the last Business Day prior to Wärtsilä approaching Hamworthy with regards to the Acquisition; and * 20.4 per cent. to the Closing Price of 685 pence per Hamworthy Share on 16 November 2011, being the last Business Day prior to the commencement of the Offer Period. In addition the Acquisition represents an EV/LTM EBITDA of 14.3x as of 30 September 2011 when including the recent acquisition by Hamworthy of AW Flow. The Acquisition values Hamworthy s entire issued and to be issued share capital at approximately 383 million. The Hamworthy Directors have irrevocably undertaken to procure votes in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of their own beneficial holdings of Hamworthy Shares and those of their spouses which amount in aggregate to 248,815 Hamworthy Shares, representing approximately 0.55 per cent. of the existing issued share capital of Hamworthy. Further details of these irrevocable undertakings are set out in paragraph 5 of Appendix VI (Additional Information) to this document. Copies of the irrevocable undertakings are on display on Hamworthy s website ( and will continue to be so until the closing of the Acquisition. Wärtsilä has reserved the right to implement the Acquisition by way of a Takeover Offer. If it elects to do so, additional documents will be required to be sent to Hamworthy Shareholders. In such event, the Takeover Offer will (unless otherwise agreed) be implemented on the same terms (subject to appropriate amendments, including the inclusion of an acceptance condition set at 75 per cent. of the shares to which such Takeover Offer relates or such other percentage (being more than 50 per cent.) as Wärtsilä may decide (subject to Panel consent)) as those which would apply to the Scheme. The Scheme requires the approval of Scheme Shareholders at the Court Meeting and the passing of a special resolution by Hamworthy Shareholders at the General Meeting, of which notices are set out in Appendices X (Notice of Court Meeting) and XI (Notice of General Meeting) to this document, as well as the sanction of the Court and confirmation of the associated Reduction of Capital at the Court Hearings. The Acquisition is conditional, amongst other things, upon clearance from the German and Norwegian competition authorities. If the Scheme becomes Effective it will be binding on all Scheme Shareholders irrespective of whether or not they attended or voted in favour of the resolutions at the Court Meeting or the General Meeting. Subject to valid elections made under the Loan Note Alternative a payment of 825 pence in 18

19 c105946pu020 Proof 5: _13:55 B/L cash per Scheme Share will be despatched or, where appropriate, credited through CREST to Hamworthy Shareholders within 14 days of the Effective Date (unless the Panel agrees otherwise). If the Scheme becomes Effective, the Cancellation Shares (the Scheme Shares in respect of which the holders receive Cash Consideration) will be cancelled and the Transfer Shares (the Scheme Shares in respect of which the holders receive Loan Notes) will be transferred to Wärtsilä and/or its nominee(s). This will occur irrespective of whether or not you attend or vote and, if you have voted, whether you have voted for or against the Scheme at the Court Meeting or the special resolution at the General Meeting. The Scheme is subject to the Conditions and further terms set out in Appendix I (Conditions and Certain Further Terms of the Acquisition) to this document. 3. Loan Note Alternative Certain Scheme Shareholders will be entitled to elect to receive Loan Notes instead of all or part of the Cash Consideration to which they would otherwise be entitled under the terms of the Acquisition. The Loan Note Alternative will be made available on the following basis: for every whole 1 in Cash Consideration otherwise receivable under the Scheme 1 nominal value of Loan Notes The Loan Notes will be governed by English law and will be issued, credited as fully paid, in denominations and integral multiples of 1 nominal value. The Loan Notes will have the benefit of an unsecured guarantee from Wärtsilä Corporation in respect of all obligations for the life of the Loan Notes. No fraction of a Loan Note will be issued. Each Transfer Shareholder s aggregate entitlement to Loan Notes will be rounded down to the nearest 1 and the balance of the consideration disregarded and not paid to such Transfer Shareholder. The Loan Notes will be nontransferable other than to a Noteholder s spouse, civil partner, child, step child or family trust, in each case who is not a person whose registered address is outside the United Kingdom or who is a resident of a country other than the United Kingdom. The Loan Notes will not be qualifying corporate bonds. The Loan Notes will bear interest from the date of issue to the relevant holder of the Loan Notes at a rate per annum of LIBOR. Interest will be payable semi-annually in arrears on 30 June and 31 December in each year or, if that day is not a business day, on the immediately following business day (each, an Interest Payment Date ). The first Interest Payment Date shall be 30 June 2012 or, if later, six months from the date of issue or, in either case if that day is not a business day, on the immediately following business day (the First Interest Payment Date ) in respect of the period from and including the date of issue of the Loan Notes up to (but excluding) the First Interest Payment Date. The Loan Notes will be redeemable at par (together with accrued interest less any tax required by law to be withheld or deducted therefrom), in whole or in part, for cash at the option of the Noteholders for the first time on the First Interest Payment Date and subsequently semi-annually on subsequent Interest Payment Dates. In certain circumstances, Wärtsilä will have the right to redeem all of the Loan Notes. If not previously redeemed, the final redemption date will be the date falling five years after the date of issue of the Loan Notes (or, if such date is not a business day, on the next following business day). No Loan Notes will be issued unless, on or before the Loan Note Deadline, valid elections have been received in respect of at least 2 million in aggregate nominal value of Loan Notes. If insufficient elections are received, Hamworthy Shareholders electing for the Loan Note Alternative will instead receive cash in accordance with the terms of the Acquisition. If at any time on or after the First Interest Payment Date, the outstanding nominal amount of Loan Notes is equal to or less than 2 million, Wärtsilä will be entitled to redeem all of the then outstanding Loan Notes. The Loan Note Alternative will be conditional upon the Acquisition becoming Effective and will remain open for election until the Loan Note Deadline. Hamworthy Shareholders should consider carefully, in light of their own investment objectives and tax position, whether they wish to elect for Loan Notes under the Loan Note Alternative and are strongly advised to seek their own independent financial advice before making any such election. The Loan Notes are not being offered to any Overseas Shareholders. If any Overseas Shareholder purports to make an election, in full or in part, pursuant to the Loan Note Alternative, then such Overseas Shareholder will be deemed to have elected to receive the Cash 19

20 c105946pu020 Proof 5: _13:55 B/L Consideration only and will only be entitled to receive the Cash Consideration pursuant to the Scheme. UBS has advised that, based on market conditions on 9 December 2011 (the last practicable date prior to publication of this document), their estimate of the value of the Loan Notes (had they been in issue on that date) would have been not less than 99 pence per 1 in nominal value of the Loan Notes. A summary of the principal terms and conditions of the Loan Notes is set out in Appendix II (Summary of the Terms of the Loan Notes) to this document. Instructions on completing the Loan Note Form of Election are set out in Appendix III (Procedure for Electing for the Loan Note Alternative) to this document and in the Loan Note Form of Election. A summary of certain UK tax consequences for Scheme Shareholders who validly elect for the Loan Note Alternative is set out in Appendix V (UK Taxation) to this document. 4. Background to and reasons for the Acquisition Wärtsilä believes that Hamworthy offers a strong strategic fit with, and a complementary product offering to, Wärtsilä. Both companies are well positioned in the rapidly evolving offshore, marine gas applications as well as environmental solutions markets. Wärtsilä has strategically developed its Ship Power division in recent years beyond the traditional engine technology to encompass ancillary equipment and systems to be able to provide customers with more value added marine solutions. Hamworthy, which would be integrated into Wärtsilä s Ship Power division, extends that strategy by introducing new products to Wärtsilä s current portfolio and offering excellent technology in strong market positions, on which Wärtsilä can leverage its international sales and service network. Wärtsilä believes that the combined resources and competence base will improve its potential in offshore markets, help to capture a bigger share of the growing marine gas application market as well as create a stronger position within the rapidly evolving environmental solutions markets. A combination of Wärtsilä and Hamworthy will thus deliver benefits to both businesses current and future customers and stakeholders. 5. Information relating to Hamworthy Hamworthy is a global provider of specialist equipment and services to the marine, oil and gas and industrial sectors. Hamworthy s key markets are marine and oil and gas. Marine markets are predominantly for the specialist ship types of oil and gas carriers and cruise ships, although Hamworthy also serves the broader merchant fleet with a wide range of equipment and services. For the oil and gas industry Hamworthy supports production facilities with systems that address issues of process efficiency, and safety and environmental compliance. Hamworthy has developed a range of products and technologies that enable its customers to meet current and forthcoming environmental legislation. Hamworthy employs around 1,150 people worldwide. Headquartered in Poole (UK), Hamworthy has design, manufacture and sale of equipment facilities in the UK, Norway, Denmark, Germany, Singapore, and a modern assembly plant in China. In addition there are sales and service offices in Korea, China, USA, The Netherlands, Spain, India and the Middle East. 6. Information relating to Wärtsilä and Wärtsilä Corporation Wärtsilä Wärtsilä is a wholly-owned subsidiary of Wärtsilä Corporation. It is the holding company of almost all of the other companies of the Wärtsilä Group. Wärtsilä Corporation Wärtsilä Corporation is a global leader in complete lifecycle power solutions for the marine and energy markets. By emphasising technological innovation and total efficiency, Wärtsilä Corporation maximises the environmental and economic performance of the vessels and power plants of its customers. In 2010, Wärtsilä Corporation s net sales totalled EUR 4.6 billion with more than 17,500 employees. The company has operations in 160 locations in 70 countries around the world. Wärtsilä Corporation is listed on the NASDAQ OMX Helsinki, Finland. UBS is acting as financial adviser and corporate broker to Wärtsilä. 20

21 c105946pu020 Proof 5: _13:55 B/L 7. Current trading and prospects and financial information relating to Hamworthy In its most recent financial year, ended 31 March 2011, Hamworthy achieved revenue of million (2010: million), underlying operating profit of 13.8 million (2010: 19.7 million) and underlying basic earnings per share of 24.1 pence (2010: 32.6 pence). As reported by Hamworthy on 22 November 2011 in its interim results for the six month period ended 30 September 2011, Hamworthy achieved revenue of million (2010: 83.1 million), underlying operating profit of 9.2 million (2010: 6.8 million) and underlying basic earnings per share of 16.7 pence (2010: 10.6 pence). 8. Structure of the Acquisition (a) Introduction It is intended that the Acquisition will be implemented by way of a Court sanctioned scheme of arrangement between Hamworthy and Scheme Shareholders under Part 26 of the Companies Act, involving a reduction of capital under chapter 10 of Part 17 of the Companies Act. The terms of the Scheme are set out in full in Part 3 (The Scheme of Arrangement) of this document. The procedure involves an application by Hamworthy to the Court to sanction the Scheme and to confirm the associated Reduction of Capital. As consideration under the Scheme, Scheme Shareholders will receive cash or, to the extent that they have validly elected to do so (and subject to certain terms and conditions), Loan Notes. The purpose of the Scheme is to provide for Wärtsilä, a wholly-owned subsidiary of Wärtsilä Corporation, to become the owner of the whole of the issued share capital of Hamworthy. This is to be achieved as follows: (i) The Scheme The Scheme involves: (a) (b) the cancellation of the Cancellation Shares and the application of the reserve arising from such cancellation in paying up in full a number of New Hamworthy Shares which is equal to the number of Cancellation Shares cancelled and issuing the same, credited as fully paid, to Wärtsilä and/or its nominee(s) in consideration for which Scheme Shareholders will receive 825 pence in cash for each Cancellation Share held at the Reduction Record Time; and the transfer to Wärtsilä and/or its nominee(s) of the Transfer Shares held by Transfer Shareholders, who will receive Loan Notes in respect of their Scheme Shares under the Loan Note Alternative. (ii) Approval of the Scheme To become Effective, a special resolution (requiring at least 75 per cent. of votes cast) to approve the Scheme must be passed by Hamworthy Shareholders at the General Meeting, and the Scheme must be approved by a majority in number of those Scheme Shareholders present and voting either in person or by proxy, at the Court Meeting, representing 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders. The Scheme also requires the sanction of the Court, as well as the satisfaction or (where applicable) a waiver of the other Conditions set out in Appendix I (Conditions and Certain Further Terms of the Acquisition) to this document. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not, being entitled to do so, they attended or voted at the Court Meeting or the General Meeting. The last day of dealings in, and for registration of transfers of, Hamworthy Shares will be the last Business Day prior to the Reduction Court Hearing, following which Hamworthy Shares will be suspended from AIM. (b) The Meetings Before the Court can sanction the Scheme, the Scheme will first require approval by the Scheme Shareholders at the Court Meeting and the passing of a special resolution by Hamworthy Shareholders at the General Meeting. Notices of the Court Meeting and the General Meeting are set out in Appendices X (Notice of Court Meeting) and XI (Notice of General Meeting) to this document, respectively. The entitlement of Hamworthy Shareholders to attend and vote and the number of votes which may be cast at the Meetings will be determined by reference to 21

22 c105946pu020 Proof 5: _13:55 B/L holdings of Hamworthy Shares as shown on the register of members of Hamworthy at the Scheme Voting Record Time or, if such meetings are adjourned, on the register of members at 6.00 p.m. on the day two days before the relevant adjourned Meeting. * The Court Meeting The Court Meeting, which has been convened for a.m. on 9 January 2012, is being held at the direction of the Court to seek the approval of Scheme Shareholders for the Scheme. Scheme Shareholders have the right to raise any objections they may have to the Scheme at the Court Meeting. At the Court Meeting, voting will be by way of a poll and each Scheme Shareholder present in person or by proxy will be entitled to one vote for each Scheme Share held at the Scheme Voting Record Time. The approval required at the Court Meeting is a majority in number of those Scheme Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders. It is especially important that as many votes as possible are cast (whether in person or by proxy) at the Court Meeting so that the Court can be satisfied that there is a fair representation of Scheme Shareholder opinion. You are therefore strongly urged to complete and return the blue Form of Proxy to the Company s registrar, Capita Registrars, by a.m. on 7 January 2012 (or, if the Court Meeting is adjourned, 48 hours before the time and date of the adjourned Court Meeting). Forms of Proxy not lodged by the relevant time may be handed to the Company s registrars, Capita Registrars, on behalf of the chairman at the Court Meeting before the taking of the poll. You will find the notice of the Court Meeting set out at Appendix X (Notice of Court Meeting) to this document. * The General Meeting In addition to the Court Meeting, the General Meeting has been convened for the same date as the Court Meeting at a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned) to consider and, if thought fit, approve a special resolution (which requires votes in favour representing at least 75 per cent. of the votes cast) to approve: (i) (ii) (iii) the authorisation of the Directors to take all actions as they may consider necessary or appropriate to give effect to the Scheme; the cancellation and extinction of the Cancellation Shares; subject to the Reduction of Capital taking effect: 1. the capitalisation of the reserve arising on the Reduction of Capital and the issue of the New Hamworthy Shares to Wärtsilä and/or its nominee in accordance with the Scheme; and 2. the giving of authority to the Hamworthy Directors pursuant to section 551 of the Companies Act to allot the New Hamworthy Shares; and (iv) certain amendments to Hamworthy s Articles as described below. Voting on the above special resolution will be on a show of hands unless a poll is demanded. The chairman reserves his right to demand that the vote be held by way of a poll and, in such event, each Hamworthy Shareholder present in person or by proxy will be entitled to one vote for every Hamworthy Share held at the Scheme Voting Record Time. You will find the notice of the General Meeting set out at Appendix XI (Notice of General Meeting) to this document. The quorum for the General Meeting will be two or more members present in person or by proxy. Hamworthy Shareholders are entitled to appoint a proxy in respect of some or all of their Hamworthy Shares. Hamworthy Shareholders are also entitled to appoint more than one proxy. A space has been included in the Forms of Proxy for both the Court Meeting and the General Meeting to allow Shareholders entitled to attend and vote at the relevant Meeting to specify the number of Scheme Shares or (as the case may be) Hamworthy Shares in respect of which that 22

23 c105946pu020 Proof 5: _13:55 B/L proxy is appointed. Hamworthy Shareholders who return a Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their Scheme Shares or (as the case may be) Hamworthy Shares. Hamworthy Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact Capita Registrars for further Forms of Proxy or photocopy the Forms of Proxy as required. Such Hamworthy Shareholders should also read the notes in respect of the appointment of multiple proxies set out in the Notice of General Meeting included at Appendix XI (Notice of General Meeting) to this document and in the Forms of Proxy, and note the principles that will be applied in relation to multiple proxies. (c) (d) (e) Amendments to Hamworthy s Articles It is proposed that Hamworthy s Articles be amended so as to ensure that any Hamworthy Shares issued (for example as a result of the exercise of options or vesting of awards granted under the Hamworthy Share Schemes) on or at any time prior to the Reduction Record Time will be subject to the terms of the Scheme. It is also proposed to amend the Hamworthy Articles so that any person other than Wärtsilä or its nominee who is issued Hamworthy Shares after the Reduction Record Time will, if the Scheme becomes Effective, be obliged immediately to transfer all such Hamworthy Shares issued to it, to Wärtsilä or its nominee (and Wärtsilä and/or its nominee shall be obliged to purchase such shares), subject to a prior right for such person to transfer their resulting Hamworthy Shares to their spouse or civil partner immediately prior to their purchase by Wärtsilä and/or its nominee. The consideration payable for the transfer of such Hamworthy Shares shall be 825 pence each in cash (or such greater amount as may be payable under the Scheme, if modified in accordance with its terms). This amendment to Hamworthy s Articles will avoid any person other than Wärtsilä and/or its nominee being left with Hamworthy Shares after the Effective Date. Save for the issue of New Hamworthy Shares on the Effective Date pursuant to the Scheme, the Company will not issue any Hamworthy Shares after the Reduction Record Time until after the Effective Date. Paragraph (d) of the special resolution set out in the notice of General Meeting at Appendix XI (Notice of General Meeting) to this document seeks Hamworthy Shareholder approval for such amendments. Sanction of the Scheme by the Court Under the Companies Act, the Scheme and Reduction of Capital also require the sanction of the Court. The hearings by the Court to sanction the Scheme and confirm the Reduction of Capital are expected to be held on 26 January 2012 and 30 January 2012 respectively subject to receipt of German and Norwegian anti-trust clearances by not later than 26 January If these anti-trust clearances are obtained later than anticipated, the Court Hearings may be held on later dates as appropriate. Any such amendment to the date of the Court Hearings will be communicated to Hamworthy Shareholders by an announcement via a Regulatory Information Service and published on Hamworthy s website in accordance with Rule 30.4 of the City Code. Wärtsilä has confirmed that it will be represented by counsel at the Court Hearings so as to consent to the Scheme and to undertake to the Court to be bound thereby. All Hamworthy Shareholders are entitled to attend the Court Hearings in person or through counsel, or other suitably qualified persons, to support or oppose the sanction of the Scheme. Conditions to the Acquisition The Conditions to the Scheme and the Acquisition are set out in full in Appendix I (Conditions and Certain Further Terms of the Acquisition) to this document. In summary, the implementation of the Scheme is conditional upon: (i) (ii) (iii) the approval of the Scheme by a majority in number of those Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting), representing 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders; the special resolution required to implement the Scheme and the related Reduction of Capital set out in the notice of the General Meeting contained in Appendix XI (Notice of General Meeting) to this document being duly passed by the requisite majority at the General Meeting (or at any adjournment of such meeting); the receipt of the anti-trust clearances referred to in paragraph (f) below; 23

24 c105946pu020 Proof 5: _13:55 B/L (iv) (v) the sanction (with or without modification, on terms reasonably acceptable to Hamworthy and Wärtsilä) of the Scheme and the confirmation of the Reduction of Capital by the Court and office copies of the Court Orders (together with the Statement of Capital) being delivered to the Registrar of Companies for registration; and the other Conditions set out in Appendix I (Conditions and Certain Further Terms of the Acquisition) to this document which are not otherwise summarised in paragraphs (i) to (iv) above being satisfied or (where applicable) waived. (f) (g) Anti-trust approvals The Acquisition is conditional, inter alia, upon clearances from the German and Norwegian competition authorities. Wärtsilä and Hamworthy have agreed to co-operate to obtain all regulatory approvals as promptly as reasonably practicable. Effective Date The Scheme will become Effective in accordance with its terms as soon as office copies of the Court Orders (together with the Statement of Capital) have been delivered to the Registrar of Companies. If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not, being entitled to do so, they attended the Meetings or voted in favour of the Scheme at the Court Meeting or in favour of the special resolution at the General Meeting. If the Scheme does not become unconditional and Effective by 13 June 2012, or such later date (if any) as Wärtsilä and Hamworthy may, with the consent of the Panel, agree and (if required) the Court may allow, the Scheme will not become Effective and the Acquisition will not proceed. (h) (i) Modifications to the Scheme The Scheme contains provisions for Wärtsilä and Hamworthy jointly to consent, on behalf of all persons affected, to any modification of or additions to the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modifications of, or additions to, or impose a condition to the Scheme which might be materially adverse to the interests of Scheme Shareholders, unless Scheme Shareholders were informed of any such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of Scheme Shareholders should be held in these circumstances. Alternative means of implementing the Acquisition Wärtsilä reserves the right to elect to implement the Acquisition by way of a Takeover Offer where permitted to do so by the Panel (see further paragraph 10 below). 9. Irrevocable undertakings The Hamworthy Directors have irrevocably undertaken to vote or procure votes in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of their own beneficial holdings of Hamworthy Shares and those of their spouses which amount in aggregate to 248,815 Hamworthy Shares, representing approximately 0.55 per cent. of the existing issued share capital of Hamworthy. Further details of these irrevocable undertakings are set out in paragraph 5 of Appendix VI (Additional Information) to this document. Copies of the irrevocable undertakings are on display on Hamworthy s website ( and will continue to be so until the closing of the Acquisition. 10. Alternative means of implementing the Acquisition Wärtsilä reserves the right to implement the Acquisition by way of a Takeover Offer. If it elects to do so, additional documents will be required to be sent to Hamworthy Shareholders. In such event, the Takeover Offer will (unless otherwise agreed) be implemented on the same terms (subject to appropriate amendments, including the inclusion of an acceptance condition set at 75 per cent. of the shares to which such Takeover Offer relates or such other percentage (being more than 50 per cent.) as Wärtsilä may decide (subject to Panel consent)) as those which would apply to the Scheme. 24

25 11. Suspension and de-listing of Hamworthy Shares Prior to the Scheme becoming Effective, the London Stock Exchange will be requested to cancel (i) trading in Hamworthy Shares on AIM and (ii) the listing of Hamworthy Shares on AIM, in each case, with effect from (and by no later than) 8.00 a.m. on the Effective Date. The last day of dealings in Hamworthy Shares on AIM is, unless the Meetings are adjourned or the German and Norwegian anti-trust clearances are obtained after 26 January 2012, expected to be 27 January It is expected that at 5.00 p.m. on 27 January 2012 the Hamworthy Shares will be suspended from trading on AIM and no transfers of Hamworthy Shares will be registered after 5.00 p.m. on that date. On the Effective Date, share certificates in respect of Hamworthy Shares will cease to be valid. In addition, on the Effective Date, entitlements to Scheme Shares held within the CREST system will be cancelled. 12. Overseas Shareholders The implications of the Acquisition to persons who are resident in, ordinarily resident in or who are citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in, ordinarily resident in or who are not citizens of, the United Kingdom should inform themselves about and observe any applicable requirements. It is the responsibility of each of the Hamworthy Shareholders resident in, ordinarily resident in or citizens of, a jurisdiction outside the United Kingdom to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental exchange control or other consents which may be required or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Any failure to comply with such applicable requirements may constitute a violation of the securities laws of any such jurisdictions. This document and the accompanying documents have been prepared for the purpose of complying with English law, the City Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Persons who are not resident in, ordinarily resident in or who are not citizens of the United Kingdom are urged to seek tax advice immediately regarding the tax consequences of the Acquisition. Neither this document nor the accompanying documents constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to these documents or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Loan Notes are not being offered to any Overseas Shareholders. If any Overseas Shareholders purport to make an election, in full or in part, pursuant to the Loan Note Alternative, then such Overseas Shareholder will be deemed to have elected to receive the Cash Consideration only and will only be entitled to receive the Cash Consideration pursuant to the Scheme. The Loan Notes that may be issued pursuant to the Scheme have not and will not be registered under the Securities Act. Nonetheless, even though the Loan Note Alternative will not be made available to US Holders, notice of the Loan Note Alternative will be given to US Holders on the same basis as it is given to other holders. Accordingly, the offer of the Loan Notes will be made in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof. For the purpose of establishing the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof, Hamworthy will advise the Court at the Scheme Court Hearing that its sanctioning of the Scheme will be relied upon by Wärtsilä for such purpose as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Hamworthy Shareholders, at which hearing all such holders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which adequate notification has been given to all such holders. Hamworthy Shareholders who are resident in, ordinarily resident in, or who are citizens of any jurisdiction outside the United Kingdom should consult their independent professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to participate in the Acquisition. If a Hamworthy Shareholder is in any doubt as to his eligibility to participate in the Acquisition, he should contact his independent professional advisers immediately. 25

26 c105946pu020 Proof 5: _13:55 B/L 13. Hamworthy Share Schemes The effects of the Scheme on subsisting options and awards under the Hamworthy Share Schemes are summarised below. All Hamworthy Shares issued on the exercise of options or vesting of awards on or prior to the Reduction Record Time will be subject to the terms of the Scheme. The Scheme will not extend to Hamworthy Shares issued (for example on the exercise of options and/ or vesting of awards), after the Reduction Record Time. However, an amendment to Hamworthy s Articles is to be proposed at the General Meeting (details of which are set out in the Notice of General Meeting set out in Appendix XI (Notice of General Meeting) to this document) to the effect that Hamworthy Shares issued on the exercise of options and/or vesting of awards after the Reduction Record Time will automatically be acquired by Wärtsilä or its nominee on the same terms as the Acquisition. All Hamworthy Shares issued on the exercise of options or vesting of awards after the General Meeting and on or before the Reduction Record Time will be subject to the terms of the Scheme, by virtue of the same amendment to the Articles. The Remuneration Committee of Hamworthy has decided that it would be appropriate for all outstanding options and awards to vest in full. It has, accordingly, resolved in accordance with the rules of the Hamworthy Share Schemes that, conditionally on the Court s sanction of the Scheme, the performance targets attaching to all outstanding options and awards under the Hamworthy Share Schemes be waived so that all such rights are capable of vesting in full in accordance with the rules of the Hamworthy Share Schemes, to the extent not otherwise vested beforehand. The rules of the Hamworthy Share Schemes have been amended by the Board to facilitate the exercise of options and vesting of awards conditional on the Court s sanction of the Scheme. (a) The Hamworthy plc Company Share Option Plan 2004 and the Hamworthy plc Unapproved Share Option Plan 2004 Subsisting options granted under the Hamworthy plc Company Share Option Plan 2004 and the Hamworthy plc Unapproved Share Option Plan 2004 will become fully exercisable, to the extent they are not already exercisable, on the Court s sanction of the Scheme. Any option not exercised within six months of the date on which participants are notified of the Scheme will lapse. (b) The Hamworthy plc Co-Investment Share Plan 2007 All subsisting awards granted under the Hamworthy plc Co-Investment Share Plan 2007 will vest on the Court s sanction of the Scheme. (c) (d) The Hamworthy plc Employee Benefit Trust Hamworthy Shares held by the Hamworthy plc Employee Benefit Trust will be available to satisfy the vesting of awards under the Hamworthy plc Co-Investment Share Plan To the extent that further Hamworthy Shares are required to satisfy subsisting awards granted under the Hamworthy plc Co-Investment Share Plan 2007, Hamworthy is proposing to fund the trustee of the Employee Benefit Trust to enable it to purchase such additional Hamworthy Shares in the market. Loan Notes Participants in the Hamworthy Share Schemes who receive Hamworthy Shares on or before the Reduction Record Time on the exercise of options or vesting of awards, will (provided they are not Overseas Shareholders) be entitled to receive Loan Notes instead of some or all of the Cash Consideration to which they would otherwise be entitled, in each case provided they have made valid elections for Loan Notes prior to the Loan Note Deadline. However, this will be subject to valid elections for the Loan Note Alternative being received in respect of at least 2 million in aggregate nominal value of Loan Notes. The terms of the Loan Notes are summarised in Appendix II (Summary of the Terms of the Loan Notes) to this document. (e) Communications with participants in the Hamworthy Share Schemes Participants will be sent letters setting out further details of the impact of the Scheme on their outstanding options and awards and the actions they can take in respect of their options and awards. 26

27 c105946pu020 Proof 5: _13:55 B/L 14. Settlement Subject to the Scheme becoming Effective, settlement of the Cash Consideration and/or issue of the certificates in respect of the Loan Notes to which any Shareholder is entitled thereunder will be effected within 14 days of the Effective Date in the manner set out below. Except with the consent of the Panel, settlement of consideration to which any Hamworthy Shareholder is entitled under the Scheme will be paid in full in accordance with the terms of the Scheme free of any lien, right of set-off, counterclaim or other analogous right to which Wärtsilä may otherwise be, or claim to be, entitled against such Scheme Shareholder. All documents and remittances sent through the post will be sent at the risk of the person(s) entitled thereto. (a) Cash Consideration where Cancellation Shares are held in uncertificated form in CREST On the Effective Date, Cancellation Shares held within CREST will be cancelled. Hamworthy Shareholders who hold Cancellation Shares in uncertificated form will receive any Cash Consideration to which they are entitled through CREST by Wärtsilä procuring the creation of a CREST payment in favour of the appropriate CREST account through which the relevant Scheme Shareholders hold such uncertificated shares in respect of the Cash Consideration due to them. As from the Reduction Record Time, each holding of Hamworthy Shares credited to any stock account in CREST shall be disabled and all Hamworthy Shares will be removed from CREST in due course thereafter. Wärtsilä reserves the right to pay all or any part of the Cash Consideration referred to above to all or any Cancellation Shareholder(s) who hold Scheme Shares in uncertificated form at the Reduction Record Time in the manner referred to in paragraph (b) below if for any reason it wishes to do so. (b) Cash Consideration where Cancellation Shares are held in certificated form On the Effective Date, Cancellation Shares held in certificated form will be cancelled and share certificates for such Scheme Shares will cease to be valid. Settlement of the Cash Consideration due under the Scheme in respect of Cancellation Shares held in certificated form shall be despatched: (i) (ii) by first-class post, by cheque drawn on a branch of a UK clearing bank; or by such other method as may be approved by the Panel. All such cash payments shall be made in Sterling. Payments made by cheque shall be payable to the Cancellation Shareholder concerned. Cheques shall be despatched as soon as practicable after the Effective Date and in any event within 14 days after the Effective Date. All deliveries of cheques required to be made pursuant to the Scheme shall be effected by posting the same by first-class post in pre-paid envelopes addressed to the persons entitled thereto at their respective addresses as they appear in the register of members of Hamworthy at the Reduction Record Time, and neither Hamworthy nor Wärtsilä shall be responsible for any loss or delay in the transmission of cheques sent in this way and such cheques shall be sent at the risk of the person entitled thereto. (c) Cash Consideration payable in respect of the Hamworthy Share Schemes Any Cash Consideration payable in respect of Scheme Shares that have been issued or transferred pursuant to the exercise of options or vesting of awards under the Hamworthy Share Schemes shall (unless the Company agrees with Wärtsilä that Clauses 5.1(a) or (b) of the Scheme shall apply) be paid by Wärtsilä to the Company by electronic transfer in time for onward transmission by the Company, in such manner as the Company may determine, to the relevant Scheme Shareholder, less applicable deductions, not more than 14 days after the Effective Date. 27

28 c105946pu020 Proof 5: _13:55 B/L (d) Loan Notes Whether Scheme Shares are held in certificated or uncertificated form, where a Scheme Shareholder validly elects to transfer some or all of his Scheme Shares in exchange for Loan Notes to be issued by Wärtsilä (on and subject to the terms set out in Appendix II (Summary of the Terms of the Loan Notes) to this document) the amount of the Loan Notes in respect of which the election is made will be issued and credited as fully paid to the electing Scheme Shareholder not more than 14 days after the Effective Date and in accordance with the terms of the Loan Notes. Certificates for the Loan Notes will be despatched by first class post or by such other method as may be approved by the Panel. Each Transfer Shareholder s aggregate entitlement to Loan Notes will be rounded down to the nearest 1 and the balance of the consideration disregarded and not paid to such holder. Under the Scheme, Overseas Shareholders will only be eligible to receive Cash Consideration and may not participate in the Loan Note Alternative. (e) Cancellation of election for the Loan Note Alternative Hamworthy must, at any time prior to the Loan Note Deadline or, if the Scheme Court Hearing is adjourned, at any time prior to 5.00 p.m. on the date seven days prior to the date of the adjourned Scheme Court Hearing, cancel or withdraw any election made for the Loan Note Alternative at the request of any Scheme Shareholder who has validly elected for the Loan Note Alternative. Consequently, if any election for the Loan Note Alternative is so cancelled or withdrawn, Capita Registrars will: (in relation to the Scheme Shares in respect of which any such election has been made) (i) as soon as possible after the date on which Hamworthy notifies Capita Registrars that any such election for the Loan Note Alternative has been cancelled or withdrawn (and, in any event, within 14 days of such notification), return the share certificate(s) and/or other documents of title relating to such Scheme Shares by post (or such other method as may be approved by the Panel); and (ii) immediately after Hamworthy notifies Capita Registrars that any such election for the Loan Note Alternative has been cancelled or withdrawn, give transfer from escrow instructions to Euroclear to transfer all such Scheme Shares which are held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Scheme to the original stock accounts of the holders of Scheme Shares concerned. All documents sent to Scheme Shareholders or their appointed agents in these circumstances will be sent at their own risk. 15. Taxation Your attention is drawn to Appendix V (UK Taxation) to this document. If you are in any doubt as to your tax position, or you are a resident or subject to taxation in a jurisdiction other than the UK, you should consult your independent professional adviser immediately. 16. Financing of the Acquisition Wärtsilä will finance the Acquisition from its existing cash resources. As required by the City Code, UBS, financial adviser to Wärtsilä, confirms that it is satisfied that sufficient financial resources are available to Wärtsilä to enable it to satisfy in full the Cash Consideration. 17. Directors, management and employees and the effect of the Scheme on their interests Information regarding the effect of the Acquisition on the Directors, management and employees of Hamworthy is set out in paragraph 6 of Part 1 (Letter from the Chairman of Hamworthy plc) of this document. Details of the interests of the Hamworthy Directors in the share capital of Hamworthy are set out in paragraph 4 of Appendix VI (Additional Information) to this document. Save as set out in this document the effect of the Scheme on such interests of the Hamworthy Directors will not differ from its effect on the interests of any other Scheme Shareholder. 18. Action to be taken Your attention is drawn to paragraph 10 of Part 1 (Letter from the Chairman of Hamworthy plc) of this document which explains the action you should take in relation to the Scheme. 28

29 c105946pu020 Proof 5: _13:55 B/L 19. Further information The terms of the Scheme are set out in full in Part 3 (The Scheme of Arrangement) of this document. Your attention is also drawn to the further information contained in this document which forms part of this Explanatory Statement and, in particular, Appendix I (Conditions and Certain Further Terms of the Acquisition), Appendix IV (Historical Financial Information) and Appendix VI (Additional Information) to this document. Yours faithfully, Hawkpoint 29

30 c105946pu020 Proof 5: _13:55 B/L PART 3 THE SCHEME OF ARRANGEMENT IN THE HIGH COURT OF JUSTICE CHANCERY DIVISION COMPANIES COURT No of 2011 IN THE MATTER OF HAMWORTHY PLC and IN THE MATTER OF THE COMPANIES ACT 2006 SCHEME OF ARRANGEMENT (under Part 26 of the Companies Act 2006) between HAMWORTHY PLC and THE SCHEME SHAREHOLDERS (as hereinafter defined) PRELIMINARY (A) In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings: Business Day a day, not being a public holiday, a Saturday or a Sunday, on which clearing banks in London are open for normal business; Cancellation Shareholders holders of Cancellation Shares; Cancellation Shares Scheme Shares other than Transfer Shares; Cash Consideration the cash consideration due to Scheme Shareholders pursuant to Clause 2; certificated or in certificated form Code or City Code Companies Act Company Court Court Meeting Court Order(s) CREST Effective Date Euroclear Excluded Shares in relation to a share, not in uncertificated form (that is, not in CREST); the City Code on Takeovers and Mergers, as amended from time to time; the Companies Act 2006, as amended; Hamworthy Plc; the High Court of Justice in England and Wales; the meeting of Scheme Shareholders (and any adjournment thereof) to be convened pursuant to an order of the Court under Part 26 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment); the Scheme Court Order and the Reduction Court Order; the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations); the date at which the Scheme becomes fully effective in accordance with Clause 8; Euroclear UK & Ireland Limited, a limited company incorporated in England and Wales with registered number ; any Hamworthy Shares registered in the name of and/or beneficially owned by any member of the Wärtsilä Group; Hamworthy Articles the articles of association of the Company dated 16 July 2009; Hamworthy Shareholders the registered holders of Hamworthy Shares; 30

31 c105946pu020 Proof 5: _13:55 B/L Hamworthy Shares the ordinary shares of five pence each in the capital of Hamworthy; Hamworthy Share Schemes (a) the Hamworthy plc Company Share Option Plan 2004; (b) the Hamworthy plc Unapproved Share Option Plan 2004; and (c) the Hamworthy plc Co-Investment Share Plan 2007; Loan Note Alternative the alternative whereby Scheme Shareholders (other than Overseas Shareholders) may elect, subject to certain limitations and conditions, to receive Loan Notes instead of all or part of the Cash Consideration to which they would otherwise be entitled pursuant to the Scheme; Loan Note Form of Election the form of election relating to the Loan Note Alternative sent to holders of Scheme Shares in certificated form other than Overseas Shareholders; Loan Notes the loan notes to be issued by Wärtsilä pursuant to the Loan Note Alternative and to be guaranteed by Wärtsilä Corporation, particulars of which are summarised in Appendix II (Summary of the Terms of the Loan Notes) of the Scheme Document; New Hamworthy Shares the new Hamworthy Shares to be issued in accordance with Clause 1.2; Overseas Shareholders Hamworthy Shareholders whose registered addresses are outside the United Kingdom or who are residents of countries other than the United Kingdom; Panel the Panel on Takeovers and Mergers; Reduction Court Hearing the hearing at which the Reduction Court Order will be sought; Reduction Court Order the order of the Court confirming the Reduction of Capital; Reduction of Capital the proposed reduction of the Company s share capital pursuant to chapter 10 of Part 17 of the Companies Act involving the cancellation and extinction of the Cancellation Shares; Reduction Record Time 6.00 p.m., London time, on the last Business Day before the date of the Reduction Court Hearing; Registrar of Companies the Registrar of Companies for England and Wales; Regulations the Uncertificated Securities Regulations 2001 (SI2001 No. 3755), as amended from time to time; Scheme this scheme of arrangement under Part 26 of the Companies Act between the Company and Scheme Shareholders in the form set out herein with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Wärtsilä and Hamworthy; Scheme Court Hearing the hearing at which the Scheme Court Order will be sought; Scheme Court Order the order of the Court sanctioning the Scheme under section 899 of the Companies Act; Scheme Document the document dated 13 December 2011 sent by the Company to Hamworthy Shareholders containing, inter alia, details of the Scheme and notice of the Court Meeting; Scheme Shareholders the holders of Scheme Shares; Scheme Shares the Hamworthy Shares: (i) in issue at the date of the Scheme Document; (ii) issued after the date of the Scheme Document and on or before the Scheme Voting Record Time; and (iii) issued after the Scheme Voting Record Time and on or before the Reduction Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, 31

32 c105946pu020 Proof 5: _13:55 B/L Scheme Voting Record Time Statement of Capital Substantial Interest Transfer Shareholders Transfer Shares TTE Instruction uncertificated or in uncertificated form Wärtsilä Wärtsilä Corporation Wärtsilä Group but excluding (A) in the case of references in this Scheme to Scheme Shares or Scheme Shareholders in relation to the Court Meeting any Excluded Shares in issue at the Scheme Voting Record Time and any Scheme Shares referred to in (iii) above and (B) in the case of all other references in this Scheme to Schemes Shares and Scheme Shareholders any Excluded Shares in issue at the Reduction Record Time; 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting; the statement of capital approved by the Court and showing with respect to Hamworthy s share capital, as altered by the Reduction Court Order, the information required by section 649 of the Companies Act; a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in the Companies Act); holders of the Transfer Shares; Scheme Shares (if any) in respect of which: (a) valid elections for the Loan Note Alternative have been made in accordance with the Scheme; and (b) Loan Notes are to be issued in accordance with the Loan Note Alternative; a transfer to escrow instruction given by a holder of uncertificated Scheme Shares through CREST; in relation to a share, title to which is recorded in the relevant register of the share as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST; Wärtsilä Technology Oy Ab, a wholly-owned subsidiary of Wärtsilä Corporation; the parent company of Wärtsilä; Wärtsilä Corporation and its subsidiary undertakings, associated undertakings and any other undertaking in which Wärtsilä Corporation and/or such undertakings (aggregating their interests) have a Substantial Interest; and, Sterling, pence and p the lawful currency of the United Kingdom. (B) (C) (D) (E) References to Clauses are to Clauses of this Scheme. As at 9 December 2011 (the latest practicable date prior to the posting of this document) the issued share capital of the Company is 2,270, divided into 45,410,351 ordinary shares of 5 pence each. As at the date of this Scheme, none of the companies in the Wärtsilä Group hold any Hamworthy Shares. It is proposed that Wärtsilä acquires one Hamworthy Share prior to the Reduction Record Time. Wärtsilä has agreed to appear by Counsel on the hearing to sanction this Scheme and to submit to be bound by, and to undertake to the Court to be bound by, this Scheme and to execute and do and procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by either of them for the purpose of giving effect to this Scheme. 32

33 c105946pu020 Proof 5: _13:55 B/L THE SCHEME 1. Cancellation of Cancellation Shares 1.1 The share capital of the Company shall be reduced by cancelling and extinguishing all of the Cancellation Shares. 1.2 Forthwith and contingently upon the Reduction of Capital referred to in Clause 1.1 taking effect (and notwithstanding anything to the contrary in the Hamworthy Articles), the reserve arising in the books of account of the Company as a result of the Reduction of Capital shall be capitalised and applied in paying up in full, such number of the New Hamworthy Shares as is equal to the number of Cancellation Shares cancelled which shall be allotted and issued credited as fully paid (free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever) to Wärtsilä and/or its nominee(s). 2. Consideration for cancellation of the Cancellation Shares 2.1 In consideration for the cancellation of the Cancellation Shares and the allotment and issue of the New Hamworthy Shares as provided in Clause 1 (Cancellation of Cancellation Shares), Wärtsilä shall (subject as hereinafter provided) pay to or for the account of each Cancellation Shareholder (as appearing in the register of members of Hamworthy at the Reduction Record Time): for each Cancellation Share 825 pence in cash 3. Loan Note Alternative 3.1 Conditional on and subject to the remainder of this Clause 3 (Loan Note Alternative) and Clause 4 (Acquisition of Transfer Shares), if any Scheme Shareholder shall validly so elect in respect of all or some of his Scheme Shares, Wärtsilä shall, in consideration of the transfer of the Transfer Shares, (and subject as herein provided), allot and issue to such Transfer Shareholder (as appearing in the register of members of Hamworthy at the Reduction Record Time) Loan Notes on the following basis: for every 1 of Cash Consideration otherwise receivable under this Scheme 1 nominal value of Loan Notes provided that the Loan Note Alternative shall not be available to Overseas Shareholders. 3.2 Overseas Shareholders will be eligible to receive only Cash Consideration and may not participate in the Loan Note Alternative. Any election by an Overseas Shareholder, in full or in part, for the Loan Note Alternative will be void and such Overseas Shareholders will be deemed to have elected to receive only Cash Consideration. 3.3 If valid elections for the Loan Note Alternative would result in the issue pursuant to this Scheme of less than 2 million in aggregate nominal value of Loan Notes, Wärtsilä will not issue any Loan Notes unless Wärtsilä decides otherwise. If no Loan Notes are issued pursuant to this Clause 3, any Scheme Shares whose holders have elected for the Loan Note Alternative shall be treated as Cancellation Shares for the purposes of this Scheme, such holders shall then receive the Cash Consideration to which they would otherwise be entitled under this Scheme and Clause 4 (Acquisition of Transfer Shares) shall not apply. 3.4 The Loan Notes shall be issued credited as fully paid and in amounts and integral multiples of 1 nominal value. No fraction of a Loan Note shall be issued. Each Transfer Shareholder s aggregate entitlement to Loan Notes will be rounded down to the nearest 1 and the balance of the consideration disregarded and not paid to such holder. 3.5 The election referred to in Clause 3.1 shall be made by, in the case of Scheme Shareholders who hold Scheme Shares in certificated form, the completion and delivery of a Loan Note Form of Election in accordance with the instructions set out in the Scheme Document and in the Loan Note Form of Election or by, in the case of Scheme Shareholders who hold Scheme Shares in uncertificated form, delivery of a TTE Instruction validly electing for the Loan Note Alternative. 3.6 Wärtsilä shall be entitled, in determining whether a Loan Note Form of Election is valid or not, to exercise the powers and discretions provided for in Appendix III (Procedure for Electing for the Loan Note Alternative) to the Scheme Document. 33

34 c105946pu020 Proof 5: _13:55 B/L 3.7 Upon execution and delivery by a Scheme Shareholder of a valid Loan Note Form of Election or the delivery of a TTE Instruction validly electing for the Loan Note Alternative, such Scheme Shareholder shall be bound by the terms and conditions contained in the Loan Note Form of Election and in Appendices II (Summary of the Terms of the Loan Notes) and III (Procedure for Electing for the Loan Note Alternative) to the Scheme Document and in particular (but without prejudice to the generality of the foregoing): (i) shall be responsible for the declarations and warranties contained in Section D of the Loan Note Form of Election and those set out in Appendix III (Procedure for Electing for the Loan Note Alternative) to the Scheme Document; and (ii) shall be bound by the provisions set out in paragraphs 2.1 to 2.10 of Appendix III (Procedure for Electing for the Loan Note Alternative) to the Scheme Document. 3.8 The Loan Notes will be constituted by an instrument substantially in the form already prepared and initialled for the purpose of identification by Hogan Lovells International LLP and Ashurst LLP, solicitors for Wärtsilä and the Company respectively, with such modifications or additions, if any, as may prior to execution be agreed by Hamworthy and Wärtsilä. 3.9 If at the Reduction Record Time the number of Scheme Shares held by a person who has elected to receive Loan Notes is: (i) equal to or exceeds the number of Scheme Shares in respect of which an election for Loan Notes made by him would otherwise be effective, the validity of his election shall not be affected by any alteration in his holding of Scheme Shares between the date on which he made such election and the Reduction Record Time and any reductions in his holding shall, if applicable, be treated as disposals of those Scheme Shares in respect of which he did not elect to receive Loan Notes; or (ii) less than the number of Scheme Shares in respect of which the holder has elected to receive such Loan Notes, he shall be treated as having validly elected to receive Loan Notes in respect of all of the Scheme Shares held by him at the Reduction Record Time. 4. Acquisition of Transfer Shares 4.1 Forthwith and contingently upon the cancellation of the Cancellation Shares becoming effective in accordance with the terms of this Scheme, the allotment of the New Hamworthy Shares referred to in Clause 1.2 (Cancellation of Cancellation Shares) and the registration of such shares in the name of Wärtsilä and/or its nominee(s) but subject to Clauses 3.2, 3.3, 3.4 and 3.6 (Loan Note Alternative), Wärtsilä and/or its nominee(s) shall acquire the Transfer Shares fully paid, with full title guarantee, free from all liens, equities, charges, encumbrances and other interests and together with all rights at the date of this Scheme or thereafter attached to such Transfer Shares including the right to receive and retain all dividends and other distributions declared, made or paid thereon, on or after the date of this Scheme. 4.2 For such purposes, the Transfer Shares shall be transferred to Wärtsilä and/or its nominee(s) and, to give effect to such transfer, any person may be appointed by Wärtsilä to execute as transferor an instrument or instruction of transfer of any Transfer Shares and every instrument or instruction of transfer so executed shall be effective as if it had been executed by the holder or holders of the Transfer Shares thereby transferred. 5. Settlement 5.1 As soon as practicable after the Effective Date and in any event not more than 14 days thereafter, Wärtsilä shall: (a) subject to Clause 5.2, in the case of Cancellation Shares which at the Reduction Record Time are in certificated form, despatch or procure the despatch to the persons entitled thereto, or as they may direct, in accordance with the provisions of Clause 5.3, cheques for the sums payable to them in accordance with Clause 2 (Consideration for cancellation of the Cancellation Shares); (b) in the case of Cancellation Shares which at the Reduction Record Time are in uncertificated form, ensure that an assured payment obligation in respect of the sums payable in accordance with Clause 2 (Consideration for cancellation of the Cancellation Shares) to the persons entitled thereto is created in accordance with CREST assured 34

35 c105946pu020 Proof 5: _13:55 B/L payment arrangements PROVIDED that Wärtsilä reserves the right to make payment of the consideration by cheque in accordance with the provisions of Clause 5.1(a) if, for any reason it wishes to do so; and (c) against the execution of any instrument or instruction of transfer referred to in Clause 4 (Acquisition of Transfer Shares), in the case of Transfer Shares, issue the Loan Notes which it is required to issue pursuant to Clause 3 (Loan Note Alternative) and deliver certificates therefor to the persons entitled thereto, or as they may direct. 5.2 Any Cash Consideration payable in respect of Scheme Shares that have been issued or transferred pursuant to the exercise of options or vesting of awards under the Hamworthy Share Schemes shall (unless the Company agrees with Wärtsilä that Clause 5.1(a) or (b) of the Scheme shall apply) be paid by Wärtsilä to the Company by electronic transfer in time for onward transmission by the Company, in such manner as the Company may determine, to the relevant Scheme Shareholder, less applicable deductions, not more than 14 days after the Effective Date. 5.3 All deliveries of cheques and certificates required to be made pursuant to this Scheme shall be effected by sending the same by first class post (or airmail, if overseas) in pre-paid envelopes addressed to the persons entitled thereto at their respective addresses as appearing in the register of members of the Company at the Reduction Record Time (or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in the said register in respect of such joint holding at such time) or in accordance with any special instructions regarding communications, and neither Wärtsilä, nor the Company nor their respective agents or nominees shall be responsible for any loss or delay in the transmission of cheques or certificates sent in accordance with this Clause 5.3 which shall be sent at the risk of the person entitled thereto. 5.4 All cheques shall be made payable to the person to whom in accordance with the foregoing provisions of this Clause 5, the envelope containing the same is addressed, and the encashment of any such cheque shall be a complete discharge of Wärtsilä s obligation under this Scheme to pay for the monies represented thereby. 5.5 In respect of payments through CREST, Wärtsilä shall ensure that an assured payment obligation is created in accordance with the CREST assured payment arrangements. The creation of such an assured payment arrangement shall be a complete discharge of Wärtsilä s obligations under this Scheme with reference to payments through CREST. 5.6 The provisions of this Clause 5 shall take effect subject to any prohibition or condition imposed by law. 6. Certificates and cancellations 6.1 With effect from and including the Effective Date: (a) (b) (c) all share certificates representing Scheme Shares shall cease to have effect as documents of title to the Scheme Shares comprised therein and every Scheme Shareholder shall be bound at the request of the Company or Wärtsilä to deliver up such share certificates to the Company or Wärtsilä (or to any person appointed by Wärtsilä) for cancellation or to destroy such share certificates; Euroclear shall be instructed to cancel the entitlements to Scheme Shares of Scheme Shareholders who hold their Scheme Shares in uncertificated form, that is, in CREST; and as regards all Cancellation Shares, appropriate entries will be made in Hamworthy s register of members to reflect their cancellation with effect from the Effective Date. 7. Dividend mandates 7.1 Each mandate relating to payment of dividends on any Cancellation Shares and other instructions given to the Company by Cancellation Shareholders in force at the Reduction Record Time shall as from the Effective Date cease to be valid. 7.2 All mandates and other instructions to the Company in force at the Reduction Record Time relating to Transfer Shares shall, unless and until revoked or amended, be deemed as and from the Effective Date to be valid and effective mandates in relation to the payment of interest and capital and instructions to Wärtsilä in relation to the Loan Notes issued in respect thereof. 35

36 c105946pu020 Proof 5: _13:55 B/L 8. The Effective Date 8.1 This Scheme shall become effective in accordance with its terms as soon as office copies of the Court Orders (together with the Statement of Capital) have been delivered by the Company to the Registrar of Companies. 8.2 Unless this Scheme shall become effective on or before 13 June 2012 or such later date, if any, as Wärtsilä and Hamworthy may agree and (if required) the Panel and the Court may allow, this Scheme shall never become effective. 9. Modification Wärtsilä and Hamworthy may jointly consent on behalf of all concerned to any modification of, or addition to, this Scheme or to any condition which the Court may approve or impose. Any such modification or addition may require the consent of the Panel. 10. Governing law This Scheme is governed by English law and is subject to the jurisdiction of the English courts. The rules of the City Code will, so far as they are appropriate, apply to this Scheme. Dated: 13 December

37 c105946pu030 Proof 5: _13:55 B/L APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION A. Conditions of the Acquisition The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by no later than the Long Stop Date or such later date (if any) as Wärtsilä and Hamworthy may agree and the Panel and the Court may allow. Part A: Conditions of the Acquisition 1. The Scheme is subject to the following conditions: a) (i) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Hamworthy at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof); and (ii) such Court Meeting being held on or before 31 January 2012 (or such later date as may be agreed by Wärtsilä and Hamworthy); b) (i) the resolutions required to implement the Scheme and approve the related Reduction of Capital being duly passed by Hamworthy Shareholders by the requisite majority at the General Meeting (or any adjournment thereof); and (ii) such General Meeting being held on or before 31 January 2012 (or such later date as may be agreed by Wärtsilä and Hamworthy); and c) (i) the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms reasonably acceptable to Hamworthy and Wärtsilä) and confirmation of the Reduction of Capital by the Court and (a) the delivery of copies of the Court Order(s) and the requisite Statement of Capital attached thereto to the Registrar of Companies and (b) if so ordered in order to take effect, the registration of the Court Order effecting the Reduction of Capital and such Statement of Capital by the Registrar of Companies; and (ii) the Scheme Court Hearing being held on or before 17 February 2012 (or such later date as may be agreed by Wärtsilä and Hamworthy). 2. Subject as stated in Part B below and to the requirements of the Panel, the Acquisition is conditional upon the following Conditions and, accordingly, the Court Order(s) will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived: a) all filings to the relevant competition law authority having been made in Germany and Norway in accordance with all applicable laws and regulations and all clearances that are necessary from those competition authorities having been obtained, or any relevant waiting periods having expired, lapsed or otherwise terminated in respect of the Acquisition in Germany and Norway; b) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit, lease or other instrument to which any member of the Hamworthy Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which in each case as a consequence of the Acquisition or the proposed acquisition of any shares or other securities in Hamworthy by any member of the Wärtsilä Group or because of a change in the control or management of the Hamworthy Group or otherwise, could or might reasonably be expected to result in, to an extent which is or would be material in the context of the Hamworthy Group taken as a whole: (i) any monies borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited; 37

38 c105946pu030 Proof 5: _13:55 B/L (ii) (iii) (iv) (v) (vi) any such agreement, arrangement, licence, permit, lease or instrument or the interests or business of any such member or the rights, liabilities or obligations of any such member thereunder being, or becoming capable of being, terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken or arising thereunder; any assets owned or used by any such member or any interest in such asset being or falling to be disposed of or charged or ceasing to be available to any such member or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member; the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any such member or any such mortgage, charge or other security interest (whenever arising or having arisen) being enforced or becoming enforceable; the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm, company, body or venture (or any agreement(s) or arrangement(s) relating to any such interest or business) being terminated, adversely modified or adversely affected; the business, assets, liabilities, profits, financial or trading position, prospects or value of any such member being adversely affected; (vii) any such member ceasing to be able to carry on business under any name or in any jurisdiction under or in which it presently does so; (viii) the creation of any liability, actual or contingent, by or in respect of any such member; or (ix) any requirement on any such member to acquire, subscribe, pay-up or repay any shares or other securities, and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, lease or other instrument to which any member of the Hamworthy Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this condition (b); c) except in relation to merger control authorities, no Regulatory Authority having decided, prior to the Effective Date, to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or having enacted, made or proposed any statute, regulation, decision or order, and there not continuing to be outstanding any statute, regulation, decision or order, which would or might: (i) (ii) (iii) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wärtsilä Group or any member of the Hamworthy Group of all or any part of their respective businesses, assets, liabilities or property or of any Hamworthy Shares or other securities in Hamworthy or any member of the Wärtsilä Group or impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to hold or exercise any right of ownership in respect of, or to exercise any management control over, any of their respective assets, properties or businesses or any part thereof; result in a material delay in the ability of Wärtsilä or any member of the Wärtsilä Group, or render it or any member of the Wärtsilä Group unable, to acquire some or all of the Hamworthy Shares; impose any material limitation on, or result in a material delay in, the ability of any member of the Wärtsilä Group or any member of the Hamworthy Group to conduct any of their respective businesses, or to own their respective assets or property or any part thereof or to integrate or co-ordinate such businesses or any part thereof with other businesses, or to hold or exercise, directly or indirectly, any right of ownership 38

39 c105946pu030 Proof 5: _13:55 B/L in respect of shares or other securities (or the equivalent) in, or to exercise effectively management rights or control over, any of the businesses or assets or any part thereof of any member of the Hamworthy Group or the Wärtsilä Group; (iv) (v) (vi) otherwise materially adversely affect any or all of the business, assets, liabilities, profits, financial or trading position, prospects or value of any member of the Hamworthy Group; make the Acquisition, its implementation or the acquisition or proposed acquisition by Wärtsilä or any member of the Wärtsilä Group of any shares or other securities in, or control or management of, Hamworthy void, illegal and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, prevent, restrict, prohibit, or materially delay the same, or impose additional material adverse conditions or obligations with respect to, or otherwise impede, challenge, interfere or require material amendment of the Acquisition or the acquisition by Wärtsilä or any member of the Wärtsilä Group of any shares or other securities in Hamworthy; require any member of the Wärtsilä Group or the Hamworthy Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) or interest in any member of the Hamworthy Group or the Wärtsilä Group owned by any third party (other than in the implementation of the Acquisition); (vii) result in any member of the Hamworthy Group or the Wärtsilä Group ceasing to be able to carry on all or any part of its business under any name or in any jurisdiction under or in which it presently does so; or (viii) result in the refusal, withholding, suspension, withdrawal, cancellation, termination or modification in whole or in part of any licence, authority, permission or privilege held by or enjoyed by any member of the Wärtsilä Group which is necessary for the carrying on of its business or the imposition of any conditions, restrictions or limitations upon such licence, authority, permission or privilege which materially inhibits the exercise thereof, and all applicable waiting and other time periods (including any extension(s) thereof) during which any such Regulatory Authority could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any shares or securities in Hamworthy having expired, lapsed or been terminated; d) except in relation to any merger control filings, all necessary filings or applications in connection with the Acquisition or the acquisition by any member of the Wärtsilä Group of any shares or other securities in, or control of, Hamworthy having been made and all necessary waiting periods (including extension(s) thereof) under applicable legislation or regulation of any jurisdiction having expired, lapsed or terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wärtsilä Group of any shares or other securities in, or control of, Hamworthy and all Approvals necessary or appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Hamworthy by any member of the Wärtsilä Group having been obtained on terms and in a form reasonably satisfactory to Wärtsilä from all appropriate Regulatory Authorities and, without prejudice to the generality of the foregoing, from any persons or bodies with whom any member of the Hamworthy Group has entered into contractual arrangements, and all such Approvals together with all Approvals necessary for the carrying on of the business of any member of the Hamworthy Group as currently carried on remaining in full force and effect (where the absence of such Approvals would be material and adverse in the context of the Acquisition) and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, not to renew, or materially restrict or amend any of the same; 39

40 c105946pu030 Proof 5: _13:55 B/L e) except as Disclosed, no member of the Hamworthy Group having, since 31 March 2011: (i) save as between Hamworthy and wholly-owned subsidiaries of Hamworthy or upon the exercise of options granted in the ordinary course under the Hamworthy Share Schemes, issued or agreed to issue or authorised the issue or proposed the issue of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire any such shares or convertible securities; (ii) (iii) (iv) (v) (vi) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares (including treasury shares) or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made or authorised any other change to any part of its share capital; other than to another member of the Hamworthy Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution, whether payable in cash or otherwise; save for intra-hamworthy Group transactions, merged with or demerged from any body corporate, partnership or business or (other than in the ordinary course of business) acquired or disposed of or transferred, mortgaged, charged or created any security interest over, any business or asset or any right, title or interest in any business or asset (including shares and trade investments) or authorised, proposed or announced any intention to propose the same; save for intra-hamworthy Group transactions, made or authorised or proposed or announced an intention to propose any change in its share or loan capital; issued, authorised or proposed the issue of any debentures or made any changes in or to any debentures or, save for intra-hamworthy Group transactions and other than in the ordinary course of its business, incurred or increased any indebtedness or liability (actual or contingent) or proposed to do any of the foregoing; (vii) entered into, implemented, effected, authorised, proposed or announced any merger, demerger, reconstruction, amalgamation, scheme, commitment or other equivalent transaction or arrangement in respect of itself or another member of the Hamworthy Group other than the Acquisition; (viii) entered into, or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any agreement, arrangement, instrument, commitment or obligation with or for the benefit of any of the directors or senior executives or any connected person of any such person (within the meaning of the Companies Act) of any member of the Hamworthy Group, including any retirement, death or disability benefit or any share option or bonus scheme; (ix) entered into, or varied (in a manner which is prejudicial to the Hamworthy Group taken as a whole) or terminated, or authorised, proposed or announced its intention to enter into, vary (in a manner which is prejudicial to the Hamworthy Group taken as a whole) or terminate any contract, agreement, transaction, arrangement, commitment or obligation (whether in respect of capital expenditure or otherwise) which: (A) (B) (C) is of a long term, onerous or unusual nature or magnitude; and materially restricts or might materially restrict the business of any member of the Hamworthy Group; or is outside of the ordinary course of business; (x) terminated or varied the terms of any agreement or arrangement between any member of the Hamworthy Group and any other person in a manner which would or might have a material adverse effect on the financial position or prospects of the Hamworthy Group taken as a whole; (xi) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it (save for those threats which have no basis) or had any order made for its winding-up, dissolution or reorganisation or for the appointment of a receiver, 40

41 c105946pu030 Proof 5: _13:55 B/L administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed; (xii) been unable, or admitted that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a material part of its business; (xiii) waived or compromised any claim that is material in the context of the business of the Hamworthy Group taken as a whole; (xiv) made any alteration to its memorandum or articles of association (in each case, other than an alteration in connection with the Scheme) or, except for any change required by reason of a concurrent change in applicable law, regulation or generally accepted accounting practice, to any method of accounting or accounting practice used by it on the date hereof; (xv) entered into or varied any contract, commitment, transaction arrangement or agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or proposed to, effect any of the transactions, matters or events referred to in this condition (e); (xvi) made or agreed or consented to any material change to: (A) (B) (C) (D) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Hamworthy Group for its directors, employees or their dependents; the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions that are payable thereunder; the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or the basis upon which liabilities (including pensions) of such pension scheme(s) are funded, valued or made, in any case in a manner that is material to the Hamworthy Group taken as a whole; or (xvii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Hamworthy Group in a manner that is material to the Hamworthy Group taken as a whole; f) except as Disclosed, since 31 March 2011: (i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any member of the Hamworthy Group which in any such case is material to the Hamworthy Group taken as a whole; (ii) (iii) (iv) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Hamworthy Group is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by or complaint or reference to any Regulatory Authority against or in respect of any member of the Hamworthy Group having been implemented, instituted, announced or threatened by or against or remaining outstanding against or in respect of any member of the Hamworthy Group which in any such case would or might be expected to be material in the context of the Hamworthy Group taken as a whole; no contingent or other liability having arisen, become apparent to Wärtsilä or been increased, which would or might be likely to materially and adversely affect any member of the Hamworthy Group; and no steps having been taken which are likely to result in the withdrawal (without replacement), cancellation, termination or modification of any material licence held by any member of the Hamworthy Group which is necessary for the proper carrying on of its business; 41

42 c105946pu030 Proof 5: _13:55 B/L g) Wärtsilä not having discovered: (i) save as Disclosed, that any financial, business or other information concerning Hamworthy or the Hamworthy Group as contained in the information disclosed at any time by or on behalf of any member of the Hamworthy Group whether publicly, to any member of the Wärtsilä Group or otherwise is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information therein accurate or not misleading, in each case to an extent which is material in respect of the Hamworthy Group taken as a whole; (ii) (iii) that any member of the Hamworthy Group, or any partnership, company or other entity in which any member of the Hamworthy Group has an interest and which is not a subsidiary undertaking of Hamworthy is subject to any liability (contingent or otherwise) which is not Disclosed and which is material in the context of the Hamworthy Group taken as a whole; or save as Disclosed, any information which affects the import of any information disclosed at any time by or on behalf of any member of the Hamworthy Group and which is material in the context of the Hamworthy Group taken as a whole; and h) save as Disclosed, Wärtsilä not having discovered that: (i) any past or present member of the Hamworthy Group has failed to comply with any and/or all applicable legislation or regulation or any agreement or arrangement concerning any relevant jurisdiction with regard to the use, storage, treatment, transport, handling, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substances, or of any substance likely to impair the environment or harm human health or animal health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, storage, treatment, transport, handling, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation, regulation, agreement or arrangement, and wherever the same may have taken place) any of which use, storage, treatment, transport, handling disposal, spillage, release, discharge, leak or emission would, in each case, would or might be likely to give rise to any liability (actual or contingent) on the part of any member of the Hamworthy Group and which, in any case, is material in the context of the Hamworthy Group taken as a whole; (ii) (iii) there is, or is likely to be, any liability (actual or contingent) of any past or present member of the Hamworthy Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Hamworthy Group, under any environmental legislation, regulation, decision, notice, circular or order of any Regulatory Authority or otherwise in any jurisdiction which, in any case, is material in the context of the Hamworthy Group taken as a whole; or circumstances exist whereby a person or class of person would be likely to have any claim or claims in respect of any product or process of manufacture or material used therein now or previously manufactured, sold or carried out by any past or present member of the Hamworthy Group which claim or claims would be likely to be material in the context of the Hamworthy Group taken as a whole. Part B: Certain further terms of the Acquisition Subject to the requirements of the Panel, Wärtsilä reserves the right to waive: (i) (ii) any of the deadlines set out in Condition 1 for the timing of the Court Meeting, General Meeting and the Court hearing to sanction the Scheme; in whole or in part, all or any of Conditions 2(a) to (h) (inclusive). Wärtsilä shall be under no obligation to waive (if capable of waiver) or treat as satisfied any condition by a date earlier than the latest date for the fulfilment of that Condition, notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. 42

43 c105946pu030 Proof 5: _13:55 B/L If Wärtsilä is required by the Panel to make an offer for Hamworthy Shares under the provisions of Rule 9 of the Code, Wärtsilä may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule. The Acquisition will lapse if it is referred to the Competition Commission or is the subject of a decision to initiate proceedings under Article 6(1)(c) of Council Regulation 139/2004/EC before the date of the Court Meeting. The Acquisition is governed by English law and be subject to the exclusive jurisdiction of the English courts, to the conditions set out in Part A above and the further terms set out in this Part B. The availability of the Acquisition to persons not resident in the UK may be affected by the laws of their relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable legal or regulatory requirements of their jurisdiction. The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or ) of interstate or foreign commerce of, or of any facility of a national securities exchange of any jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within any such jurisdiction. Hamworthy Shares will be acquired under the Acquisition by Wärtsilä fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests and together with all rights attaching thereto, including without limitation the right to receive all dividends and other distributions (if any) announced, declared, made or paid after the date of the Announcement. 43

44 c105946pu030 Proof 5: _13:55 B/L APPENDIX II SUMMARY OF THE TERMS OF THE LOAN NOTES The Loan Notes will be created and issued pursuant to a resolution of the Wärtsilä Directors (or a duly authorised committee of Wärtsilä) and will each be constituted by the Loan Note Instrument executed as a deed by Wärtsilä and Wärtsilä Corporation. The issue of the Loan Notes will be conditional on the Acquisition becoming Effective. Unless Wärtsilä determines otherwise, no Loan Notes will be issued if, on or before the Loan Note Deadline, valid elections have not been received in respect of at least 2 million in aggregate nominal value of Loan Notes. If the Loan Notes are not issued, Scheme Shareholders electing for the Loan Note Alternative will instead receive cash in accordance with the terms of the Acquisition. The Loan Note Instrument will contain provisions, among other things, to the effect set out below. 1. Form and status The Loan Notes will be issued by Wärtsilä credited as fully paid, in denominations and integral multiples of 1 nominal value and shall be held subject to and with the benefit of the conditions and the provisions set out in the Loan Note Instrument. The Loan Notes constitute unsecured obligations of Wärtsilä. 2. Interest 2.1 Interest on the Loan Notes will be calculated on the basis of a 365-day year and actual days elapsed and shall accrue on a daily basis. 2.2 Interest shall be payable by Wärtsilä semi-annually in arrears on 30 June and 31 December in each year or, if that day is not a business day, on the immediately following business day (each, an Interest Payment Date ). The first Interest Payment Date shall be 30 June 2012 or, if later, the date falling six months from the Date of Issue or, in either case if that day is not a business day, on the immediately following business day (the First Interest Payment Date ) in respect of the period from and including the date of issue of the Loan Notes up to (but excluding) the First Interest Payment Date. Subsequent interest payments shall be payable in respect of periods from (and including) the preceding Interest Payment Date up to (but excluding) the next following Interest Payment Date. 2.3 The rate of interest per annum on the Loan Notes will be LIBOR. LIBOR for these purposes means: the offered rate for six-month Sterling deposits which appears on Reuters Page LIBOR01 (or on any successor or substitute page or service providing rate quotations comparable to those currently provided on such page for purposes of providing quotations in interest rates applicable to Sterling deposits in the London interbank market) at or about a.m. (London time) on the first day of the relevant Interest Period (or, if such day is not a business day, on the immediately following business day). 3. Redemption 3.1 Each Noteholder may, by notice, require Wärtsilä to redeem all or some of the outstanding Loan Notes held by him, on the First Interest Payment Date or on any subsequent Interest Payment Date, at par together with accrued interest (subject to any requirement by law to deduct or withhold tax) up to but excluding the relevant Interest Payment Date, and subject as follows: (A) (B) if the outstanding principal amount of a Noteholder s Notes is more than 1,000, the Noteholder may require redemption of (i) any amount above 1,000 in integral multiples of 100; or (ii) the entire outstanding amount of their Notes; or if the outstanding principal amount of a Noteholder s Notes is equal to or less than 1,000, the Noteholder may only require redemption of the entire outstanding amount of their Notes. 3.2 Notices must be received not later than 30 days prior to the First Interest Payment Date or the relevant subsequent Interest Payment Date (as the case may be). 44

45 c105946pu030 Proof 5: _13:55 B/L 3.3 Unless previously redeemed or purchased and cancelled, Wärtsilä will redeem the Loan Notes on the date falling five years after the date of issue of the Loan Notes (or, if such date is not a business day, on the next following business day (the Final Redemption Date )) in full at par together with any interest accrued (subject to any requirement by law to deduct or withhold tax) up to but excluding the Final Redemption Date. 3.4 If, at any time on or after the First Interest Payment Date the outstanding nominal amount of Loan Notes is equal to or less than 2 million, Wärtsilä may, on giving to the remaining Noteholders not less than 20 days notice in writing, redeem all (but not some only) of the outstanding Loan Notes at par together with accrued interest (subject to any requirement by law to deduct or withhold tax) up to but excluding the date of repayment. 3.5 Each Noteholder shall be entitled, by notice, to require Wärtsilä to pay any principal amounts due to such Noteholder on a redemption of the Loan Notes in Euro rather than in Sterling. Wärtsilä shall also be entitled, by notice, to pay any principal amounts outstanding to Noteholders on a redemption of the Loan Notes on the Final Redemption Date or in the circumstances described in paragraph 3.4 above in Euro rather than in Sterling. 4. Repayment on default; acceleration 4.1 Each Noteholder shall be entitled, by giving written notice to Wärtsilä, to declare all of the Loan Notes held by him or her to be due and repayable immediately by Wärtsilä at par together with accrued interest (subject to any requirement by law to deduct or withhold tax) if: (A) (B) (C) (D) (E) Wärtsilä fails within 30 days of the due date to make any payment of principal to such Noteholder; Wärtsilä fails within 30 days of the due date to make any payment of interest to such Noteholder; any effective resolution is passed or order is made for the winding up or dissolution of Wärtsilä save for the purpose of a solvent reorganisation, reconstruction or amalgamation under which a successor or successors undertake to fulfil the obligations of Wärtsilä under the Loan Notes; an administration order is made or a receiver, manager or administrator is appointed in relation to Wärtsilä and such appointment is not discharged within 30 days; or Wärtsilä makes an arrangement or composition with its creditors generally or Wärtsilä makes an application to a court of competent jurisdiction for protection of its creditors (other than in the latter case for the purpose of a solvent voluntary reconstruction or amalgamation). 4.2 Wärtsilä shall notify the Noteholders as soon as reasonably practicable of the occurrence of any of the events described in paragraph 4.1 above. 5. Purchase and cancellation 5.1 Wärtsilä or any member of the Wärtsilä Group may at any time purchase any of the Loan Notes at any price by tender (as available to all Noteholders alike) or private treaty or otherwise by agreement with the relevant Noteholder. 5.2 Any Loan Notes redeemed or purchased by Wärtsilä will be cancelled and may not be re-issued or re-sold. 6. Registration and transfer 6.1 The whole amount of a Noteholder s Loan Notes (whatever the amount) or any part of his holding of Loan Notes, in the latter case only in amounts or integral multiples of 1, are nontransferable other than to a Noteholder s spouse, civil partner, child, step child or family trust, in each case who is not a person whose registered address is outside the United Kingdom or who is a resident of a country other than the United Kingdom. 6.2 The Wärtsilä Directors may refuse to register a transfer unless the requirements set out in the Loan Note Instrument are complied with in respect of the provision of documentation and evidence of the right to transfer, in which case it shall send notice of such refusal to the transferee within two months of receipt of the transfer. 45

46 c105946pu030 Proof 5: _13:55 B/L 6.3 No transfer of any holding of Loan Notes will be registered during the 14 days immediately preceding an Interest Payment Date or a date by which a payment in respect of interest or principal is required to be made by Wärtsilä. 7. Parent guarantee The Loan Notes will have the benefit of an unsecured guarantee from Wärtsilä Corporation in respect of all obligations for the life of the Loan Notes. 8. Substitution of principal debtor The Loan Notes contain provisions entitling Wärtsilä without the consent of the Noteholders, to: (A) (B) substitute any member of the Wärtsilä Group as the principal debtor or debtors under the Loan Note Instrument in respect of all or any of the Loan Notes, provided that such substitution would not constitute a disposal of the Loan Notes (or any of them) by the Noteholders for the purposes of United Kingdom taxation of chargeable gains; or require all, or any, of the Noteholders to exchange the Loan Notes for loan notes of the same principal value issued on the same terms by any other member or members of the Wärtsilä Group, provided that such exchange will fall within the provisions of section 135 of the Taxation of Chargeable Gains Act 1992 and prior clearance has been received from the HMRC under section 138 of the Taxation of Chargeable Gains Act 1992 in respect of such exchange, provided in each case that the obligations under the Loan Notes or any loan notes exchanged for the Loan Notes continue to be guaranteed by Wärtsilä Corporation on substantially the same terms as those set out in the Loan Note Instrument. 9. Taxation Payments of principal or interest made under the terms of the Loan Notes will be made after deduction or withholding of any amount required by law. No additional amount shall be required to be paid by Wärtsilä as a result of or in connection with any withholding or deduction. 10. Modification The provisions of the Loan Note Instrument and the rights of the Noteholders are subject to modification, abrogation or compromise by Wärtsilä with the sanction of a special resolution of the Noteholders. Wärtsilä may amend the provisions of the Loan Note Instrument without the consent of the Noteholders, if (in the opinion of the Wärtsilä Directors, acting reasonably), such amendment is of a formal, minor or technical nature or is required to correct a manifest error and provided that no such amendment may be made which would be materially prejudicial to the interests of the Noteholders. 11. Governing law The Loan Notes and the Loan Note Instrument will be governed by, and construed in accordance with, English law. The courts of England will have non-exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise in connection with the Loan Note Instrument. 12. Restriction on offering Loan Notes The Loan Notes will not be issued to any Overseas Person. 13. No recommendation The Hamworthy Directors cannot and do not give any advice or recommendation to Hamworthy Shareholders as to whether, or to what extent, they should elect for the Loan Note Alternative in connection with the Scheme. Whether to elect for the Loan Note Alternative is a matter for each Hamworthy Shareholder to decide and will be influenced by their individual financial and tax circumstances. Hamworthy Shareholders should seek advice from their own independent financial and/ or tax advisers if they are in any doubt as to the action they should take. 46

47 c105946pu030 Proof 5: _13:55 B/L 14. Loan Note valuation UBS has advised that, based on market conditions on 9 December 2011 (the last practicable date prior to publication of this document), their estimate of the value of the Loan Notes (had they been in issue on that date) would have been not less than 99 pence per 1 in nominal value of the Loan Notes. 47

48 c105946pu030 Proof 5: _13:55 B/L APPENDIX III PROCEDURE FOR ELECTING FOR THE LOAN NOTE ALTERNATIVE If you hold Scheme Shares in certificated form and you wish to elect for the Loan Note Alternative you must complete the green Loan Note Form of Election in respect of your holding of Scheme Shares and send it using the reply-paid envelope provided with this document (for use in the UK only) or otherwise by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by the Loan Note Deadline. If your Scheme Shares are held in uncertificated form through CREST and you are eligible and wish to elect for the Loan Note Alternative, then you should send (or, if you are a CREST personal member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear in accordance with the instructions set out in paragraph 1.2 below. Please telephone the Capita Registrars helpline on (between 8.30 a.m. and 5.30 p.m. (London time) on any Business Day) or if you are calling from outside the UK on +44 (0) , if you need further copies of the Loan Note Form of Election or if you have queries relating to the Loan Note Form of Election. Overseas Shareholders may not participate in the Loan Note Alternative, and will not be entitled to receive Loan Notes and will be entitled to receive only Cash Consideration pursuant to the Scheme. The Loan Notes that may be issued pursuant to the Scheme have not and will not be registered under the Securities Act. Nonetheless, even though the Loan Note Alternative will not be made available to US Holders, notice of the Loan Note Alternative will be given to US Holders on the same basis as it is given to other holders. Accordingly, the offer of the Loan Notes will be made in reliance on the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof. By completing the Loan Note Form of Election, or making a TTE Instruction electing for the Loan Note Alternative you thereby represent and warrant that you are not an Overseas Shareholder. Any person electing for the Loan Note Alternative who is unable to give the declarations and warranties contained in Section D of the Loan Note Form of Election and referred to in this Appendix III (Procedure for Electing for the Loan Note Alternative) may be deemed not to have made a valid election under the Loan Note Alternative. Wärtsilä and its agents reserve the right in their sole discretion to reject any Loan Note Form of Election they believe violates the laws of any jurisdiction. 1. Electing to receive the Loan Note Alternative 1.1 Scheme Shares in certificated form To elect to receive the Loan Note Alternative in respect of some or all of your Scheme Shares held in certificated form, you must complete and return a green Loan Note Form of Election. If you have more than one holding of Scheme Shares, you are requested to complete a separate Loan Note Form of Election for each holding of Scheme Shares. You must check that the details in Section A of the Loan Note Form of Election are correct (and, if your details have changed, please update where indicated). If you wish to elect for the Loan Notes instead of all or part of the Cash Consideration, you should insert in Box B the number of Scheme Shares in respect of which you wish to receive only Loan Notes in connection with the Acquisition. You must insert a whole number of Scheme Shares. Loan Notes will not be issued in respect of any fraction of a Scheme Share. You may make a valid election by writing All in Box B in which case the election will apply in respect of all Scheme Shares which you hold at the Scheme Record Time. If Box B is left blank or a number greater than your registered holding of Scheme Shares is inserted in Box B, the number inserted in Box B shall be deemed to be the maximum number of Scheme Shares in respect of which you are entitled to make an election under the Loan Note Alternative. If the figure in Box B is less than the total number of Scheme Shares held by you at the Reduction Record Time, you will receive a sum of Cash Consideration for the balance. You must then (if you are an individual), sign and date Section F of the Loan Note Form of Election in the presence of a witness in accordance with the instructions printed on the form. Alternatively, a company: * may affix its common seal in Section F of the Loan Note Form of Election, which should be affixed and witnessed in accordance with its articles of association or other regulations; 48

49 c105946pu030 Proof 5: _13:55 B/L * to which sections 44 or 48 of the Companies Act applies, may execute the Loan Note Form of Election as a deed by two directors or one director and the company secretary signing in the execution part of Section F; or * to which section 44 of the Companies Act applies, may execute the Loan Note Form of Election as a deed by a director signing in the execution part of Section F in the presence of a witness. In all cases, the name of the company must be inserted above the relevant signatures and the name of the person signing and the office he/she holds must be stated. By executing and delivering a Loan Note Form of Election, you will thereby represent and warrant that you are not an Overseas Shareholder and that you will not be acquiring, and will not be holding, the Loan Notes for the account or benefit of an Overseas Shareholder or with a view to the offer, sale, re-sale, delivery or transfer, directly or indirectly, of such Loan Notes to or for the benefit of any Overseas Shareholder or any other person whom you have reason to believe is purchasing for the purpose of such offer, sale, re-sale, delivery or transfer. A completed Loan Note Form of Election (together with your share certificate(s) and/or other documents of title) should be returned and signed in accordance with instructions printed on the form, by post or by hand (during normal business hours only) in the reply paid envelope provided to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU as soon as possible, but in any event so as to be received by the Loan Note Deadline. No acknowledgement of receipt of documents will be given. Please note that, if you elect for the Loan Note Alternative in respect of Scheme Shares which are held in certificated form and if you fail to return the Loan Note Form of Election by the Loan Note Deadline in accordance with the instructions set out above, your election for the Loan Note Alternative will to that extent be invalid and you will receive the Cash Consideration as if you had not elected for the Loan Note Alternative. 1.2 Scheme Shares in uncertificated form If your Scheme Shares are held in uncertificated form, through CREST, you should take (or procure to be taken) the action set out below to transfer the Scheme Shares in respect of which you wish to elect for the Loan Note Alternative to an escrow balance, using a TTE Instruction specifying Capita Registrars (in its capacity as a CREST participant under Capita Registrars participant ID referred to below) as the Escrow Agent, as soon as possible and, in any event, so that the TTE Instruction settles no later than the Loan Note Deadline. If you are a CREST personal member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your participant ID and the member account ID under which your Scheme Shares are held. In addition, only your CREST sponsor will be able to send the TTE Instruction to Euroclear in relation to your Scheme Shares. You should send (or procure that your CREST sponsor sends) a TTE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear s specifications and which must contain, in addition to the other information that is required for a TTE Instruction to settle in CREST, the following details: * the total number of Scheme Shares to be transferred to an escrow balance. This is the number of Scheme Shares in respect of which you wish to elect for the Loan Note Alternative; * your member account ID; * your participant ID; * the participant ID of the Escrow Agent. This is RA10; * the member account of the Escrow Agent. This is 27559HAM; * the intended TTE Instruction settlement date. This should be as soon as possible and, in any event, not later than the Loan Note Deadline; * the corporate action ISIN number for the Acquisition. This is GB00B01VFV79; * input with standard delivery instruction priority of 80; * the Corporate Action number for the transaction which is allocated by Euroclear and can be found by viewing the relevant Corporate Actions details in CREST; and * a contact name and telephone number should be inserted into the shared note field. 49

50 c105946pu030 Proof 5: _13:55 B/L After settlement of the TTE Instruction, you will not be able to access the Scheme Shares concerned in CREST for any transaction or for charging purposes. If the Scheme becomes Effective, the Escrow Agent will transfer the Scheme Shares concerned to Wärtsilä. You are recommended to refer to the CREST Manual for more information on the CREST procedures outlined above. If you hold your Scheme Shares in CREST and make or are treated as making a valid election for the Loan Note Alternative through a TTE instruction, you will thereby represent and warrant that you are not a Overseas Shareholder and that you will not be acquiring, and will not be holding, the Loan Notes for the account or benefit of a Overseas Shareholder or with a view to the offer, sale, resale, delivery or transfer, directly or indirectly, of such Loan Notes to or for the benefit of any Overseas Shareholder or any other person whom you have reason to believe is purchasing for the purpose of such offer, sale, re-sale, delivery or transfer. You should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Scheme Shares to settle prior to the Loan Note Deadline. In this respect, you are referred in particular to those sections of the CREST Manual concerning the practical limitations of the CREST systems and timings. Please note that, if you elect for the Loan Note Alternative in respect of Scheme Shares which are held in CREST and if you fail to ensure the TTE Instruction is to settle prior to the Loan Note Deadline in accordance with the instructions set out above, your election for the Loan Note Alternative will to that extent be invalid and you will receive the Cash Consideration as if you had not elected for the Loan Note Alternative. If any Loan Note Form of Election is received or where applicable, a TTE Instruction settles after the Loan Note Deadline, or is received or settles before such time and date but is not valid or complete in all respects as at such time and date, such election shall not, for any purpose, be entitled to receive any Loan Notes under the Loan Note Alternative but will instead receive Cash Consideration pursuant to the Scheme. 2. Other terms relating to the Loan Note Form of Election 2.1 Without prejudice to any other provisions of this Appendix III (Procedure for Electing for the Loan Note Alternative), Wärtsilä reserves the right (subject to the terms of the Acquisition and the terms of the City Code) to treat as valid in whole or in part any election for the Loan Note Alternative which is not entirely in order. In that event, no Loan Notes will be issued in respect of such election under the Loan Note Alternative until after the relevant share certificate(s) and/ or other document(s) of title or indemnities satisfactory to Wärtsilä have been received. 2.2 The Loan Note Form of Election, all elections thereunder, all actions taken or made or deemed to be taken or made pursuant to any of these terms and the relationship between a Scheme Shareholder and Wärtsilä or Capita Registrars shall be governed by and interpreted in accordance with English law. 2.3 Execution of a Loan Note Form of Election by or on behalf of a Scheme Shareholder will constitute his agreement that the courts of England are (subject to paragraph 2.4 below) to have non-exclusive jurisdiction to settle any dispute which may arise in connection with the creation, validity, effect, interpretation or performance of the legal relationships established by the Loan Note Form of Election or otherwise arising in connection with the Acquisition and the Loan Note Form of Election, and for such purposes that he/she irrevocably submits to the nonexclusive jurisdiction of the courts of England. 2.4 Execution of a Loan Note Form of Election by or on behalf of a Scheme Shareholder will constitute his agreement that the agreement referred to in paragraph 2.3 above is included for the benefit of Wärtsilä, Capita Registrars and/or its or their respective agents and, accordingly, notwithstanding the agreement in paragraph 2.3 above, each of Wärtsilä, Capita Registrars and/ or its or their respective agents shall retain the right to, and may in its or their absolute discretion, bring proceedings in the courts of any other country which may have jurisdiction and that the electing shareholder irrevocably submits to the jurisdiction of the courts of any such country. 2.5 All powers of attorney, appointments as agent and authorities on the terms conferred by or referred to in this document or in the Loan Note Form of Election are given by way of security for the performance of the obligations of the Scheme Shareholder concerned and are irrevocable 50

51 c105946pu030 Proof 5: _13:55 B/L (in respect of powers of attorney in accordance with section 4 of the UK Powers of Attorney Act 1971) except as required by law or determined by the Panel in accordance with the City Code. 2.6 No acknowledgement of receipt of any Loan Note Form of Election, communication, notice, share certificate(s) and/or other documents of title will be given by or on behalf of Wärtsilä. 2.7 All communications, notices, certificates, documents of title and remittances to be delivered by or sent to or from any Scheme Shareholders (or their designated agents) in respect of the Loan Note Alternative will be delivered by or sent to or from them (or their designated agents) at their own risk. No such document shall be sent to an address outside of the UK. 2.8 Neither Wärtsilä, Wärtsilä Corporation nor any of their respective advisers nor any person acting on its or their behalf shall have any liability to any person for any loss or alleged loss arising from any decision as to the treatment of elections under the Loan Note Alternative. 2.9 Hamworthy must, at any time prior to the Loan Note Deadline or, if the Scheme Court Hearing is adjourned, at any time prior to 5 p.m. on the date seven days prior to the date of the adjourned Scheme Court Hearing, cancel or withdraw any election made for the Loan Note Alternative at the request of any Scheme Shareholder who has validly elected for the Loan Note Alternative. Consequently, if any election for the Loan Note Alternative is so cancelled or withdrawn, Capita Registrars will (in relation to the Scheme Shares in respect of which any such election has been made) (i) as soon as possible after the date on which Hamworthy notifies Capita Registrars that any such election for the Loan Note Alternative has been cancelled or withdrawn (and, in any event, within 14 days of such notification), return the share certificate(s) and/or other documents of title relating to such Scheme Shares by post (or such other method as may be approved by the Panel); and (ii) immediately after Hamworthy notifies Capita Registrars that any such election for the Loan Note Alternative has been cancelled or withdrawn, give transfer from escrow instructions to Euroclear to transfer all such Scheme Shares which are held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Scheme to the original stock accounts of the holders of Scheme Shares concerned. All documents sent to holders of Scheme Shares or their appointed agents in these circumstances will be sent at their own risk If you hold your Scheme Shares in certificated form, if the Scheme does not become effective in accordance with its terms, all documents of title lodged pursuant to the Scheme will be returned by post as soon as practicable (and, in any event, within 14 days of the Scheme lapsing) at the risk of the relevant Scheme Shareholders. If you hold your Scheme Shares in uncertificated form, and the Scheme does not become Effective, Capita Registrars will transfer back to you all of your Scheme Shares that were transferred to the escrow balance. All documents sent to Scheme Shareholders or their appointed agents in these circumstances will be sent at their own risk. 51

52 c105946pu030 Proof 5: _13:55 B/L APPENDIX IV HISTORICAL FINANCIAL INFORMATION 1. Historical Financial Information on the Hamworthy Group This document incorporates by reference certain sections of the annual report and accounts of Hamworthy for the three financial periods ended 31 March 2008, 31 March 2009 and 31 March 2010 and the half-yearly financial report for the financial period ended 30 September 2011, respectively. These sections are: (a) The auditors report relating to the consolidated statements of Hamworthy for the year to 31 March 2009 (the Hamworthy 2009 Financial Statements ) is on page 43 of the 2009 annual report and accounts of Hamworthy (the Hamworthy 2009 Annual Report ). The consolidated income statement in the Hamworthy 2009 Financial Statements is on page 44 of the Hamworthy 2009 Annual Report. The consolidated balance sheet in the Hamworthy 2009 Financial Statements is on page 45 of the Hamworthy 2009 Annual Report. The consolidated cash flow statement in the Hamworthy 2009 Financial Statements is on page 46 of the Hamworthy 2009 Annual Report. The accounting policies relevant to the Hamworthy 2009 Financial Statements are on pages 47 to 51 of the Hamworthy 2009 Annual Report. The critical accounting judgments relevant to the Hamworthy 2009 Financial Statements are on pages 51 to 52 of the Hamworthy 2009 Annual Report. The notes to the Hamworthy 2009 Financial Statements are on pages 47 to 80 of the Hamworthy 2009 Annual Report. The Hamworthy 2009 Annual Report is available from the Hamworthy website at Downloads/2009/ by opening the link entitled 31 March 2009 Annual Report & Accounts. (b) The auditors report relating to the consolidated statements of Hamworthy for the year to 31 March 2010 (the Hamworthy 2010 Financial Statements ) is on page 41 of the 2010 annual report and accounts of Hamworthy (the Hamworthy 2010 Annual Report ). The consolidated income statement in the Hamworthy 2010 Financial Statements is on page 42 of the Hamworthy 2010 Annual Report. The consolidated balance sheet in the Hamworthy 2010 Financial Statements is on page 44 of the Hamworthy 2010 Annual Report. The consolidated cash flow statement in the Hamworthy 2010 Financial Statements is on page 45 of the Hamworthy 2010 Annual Report. The accounting policies relevant to the Hamworthy 2010 Financial Statements are on pages 47 to 50 of the Hamworthy 2010 Annual Report. The critical accounting judgments relevant to the Hamworthy 2010 Financial Statements are on pages 51 to 52 of the Hamworthy 2010 Annual Report. The notes to the Hamworthy 2010 Financial Statements are on pages 46 to 77 of the Hamworthy 2010 Annual Report. The Hamworthy 2010 Annual Report is available from the Hamworthy website at Downloads/2010/ by opening the link entitled 31 March 2010 Annual Report & Accounts. (c) The auditors report relating to the consolidated statements of Hamworthy for the year to 31 March 2011 (the Hamworthy 2011 Financial Statements ) is on page 45 of the 2011 annual report and accounts of Hamworthy (the Hamworthy 2011 Annual Report ). The consolidated income statement in the Hamworthy 2011 Financial Statements is on page 46 of the Hamworthy 2011 Annual Report. The consolidated balance sheet in the Hamworthy 2011 Financial Statements is on page 49 of the Hamworthy 2011 Annual Report. The consolidated cash flow statement in the Hamworthy 2011 Financial Statements is on page 50 of the Hamworthy 2011 Annual Report. The accounting policies relevant to the Hamworthy 2011 Financial Statements are on pages 52 to 55 of the Hamworthy 2011 Annual Report. The critical accounting judgments relevant to the Hamworthy 2011 Financial Statements are on pages 55 to 57 of the Hamworthy 2011 Annual Report. The notes to the Hamworthy 2011 Financial Statements are on pages 85 to 89 of the Hamworthy 2011 Annual Report. The Hamworthy 2011 Annual Report is available from the Hamworthy website at Downloads/2011/ by opening the link entitled 31 March 2011 Annual Report and Accounts. (d) The auditors report relating to the consolidated statements of Hamworthy for the six months ended 30 September 2011 (the Hamworthy 2011 Half-Yearly Financial Statements ) is on page 5 of the 2011 interim results of Hamworthy (the Hamworthy 2011 Interim Results ). The condensed consolidated income statement in the Hamworthy 2011 Half-Yearly Financial Statements is on page 6 of the Hamworthy 2011 Interim Results. The condensed consolidated balance sheet in the Hamworthy 2011 Half-Yearly Financial Statements is on page 9 of the Hamworthy 2011 Interim Results. The condensed consolidated cash flow statement in the 52

53 c105946pu030 Proof 5: _13:55 B/L Hamworthy 2011 Half-Yearly Financial Statements is on page 10 of the Hamworthy 2011 Interim Results. The accounting policies relevant to the Hamworthy 2011 Half-Yearly Financial Statements are on pages 52 to 55 of the Hamworthy 2011 Annual Report. The notes to the Hamworthy 2011 Half-Yearly Financial Statements are on pages 10 to 15 of the Hamworthy 2011 Interim Results. The Hamworthy 2011 Interim Results are available from the Hamworthy website at by opening the link entitled 22 Nov 11 Interim Results. As mentioned, all documents at (a) to (d) above are available on Hamworthy s website (in read only format) at from where copies can be printed, read and retained. Scheme Shareholders (and any other person to whom this document is sent) may also request hard copies of these documents, free of charge, by writing to Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephoning Capita Registrars on from within the United Kingdom, or, from outside the United Kingdom, on +44 (0) Please note that calls to these numbers may be monitored or recorded, and no advice on the Acquisition can be given, nor will any legal, tax or financial advice be given. Hard copies of these documents will not be sent unless specifically requested. Calls to are charged at 10p per minute (including VAT) plus network charges. Other service providers costs may vary. Calls to +44 (0) from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. 2. Historical financial information on the Wärtsilä Group The following sub-paragraphs set out financial information in respect of the Wärtsilä Group as required by Rule 24.3(e) of the Code and are incorporated into this document by reference pursuant to Rule of the Code: * The audited consolidated accounts for the Wärtsilä Group for the financial year ended 31 December 2009 are set out on pages 147 to 231 inclusive in Wärtsilä Corporation s annual report for the financial year ended 31 December 2009 available from the Wärtsilä Corporation website at by opening the link entitled Wärtsilä Annual Report 2009 Complete. * The audited consolidated accounts for the Wärtsilä Group for the financial year ended 31 December 2010 are set out on pages 232 to 285 inclusive in Wärtsilä Corporation s annual report for the financial year ended 31 December 2010 available from the Wärtsilä Corporation website at Wartsila%20Annual%20Report% pdf. * The interim results of the Wärtsilä Group for the period of January 2011 to March 2011 are available from the Wärtsilä Corporation website at by opening the link entitled Interim report January to March * The interim results of the Wärtsilä Group for the period of January 2011 to June 2011 are available from the Wärtsilä Corporation website at by opening the link entitled Interim report January to June * The interim results of the Wärtsilä Group for the period of January 2011 to September 2011 are available from the group s website at by opening the link entitled Interim report January to September Scheme Shareholders (and any other person to whom this document is sent) may also request hard copies of these documents, free of charge, by writing to Capita Registrars at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by telephoning Capita Registrars on from within the United Kingdom, or, from outside the United Kingdom, on +44 (0) Please note that calls to these numbers may be monitored or recorded, and no advice on the Acquisition can be given, nor will any legal, tax or financial advice be given. Hard copies of these documents will not be sent unless specifically requested. Calls to are charged at 10p per minute (including VAT) plus network charges. Other service providers costs may vary. Calls to +44 (0) from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. 53

54 c105946pu030 Proof 5: _13:55 B/L APPENDIX V UK TAXATION United Kingdom Taxation The following paragraphs, which are intended to be a general guide only, are based on current UK tax legislation and what is understood to be the current practice of Her Majesty s Revenue & Customs. They summarise certain limited aspects of the UK taxation treatment of the Acquisition and relate only to the position of Scheme Shareholders who are resident or ordinarily resident or domiciled in the UK for taxation purposes and who hold their Scheme Shares beneficially as an investment (other than under a personal equity plan or an individual savings account) and who have not (and are not deemed to have) acquired their Scheme Shares by virtue of an office or employment. They do not address the UK tax consequences for Scheme Shareholders who are brokers, dealers or traders in shares or securities. Special considerations may also apply to Scheme Shareholders who have acquired or acquire their Scheme Shares under the Hamworthy Share Schemes, including provisions imposing a charge for income tax. The below summary is not intended to provide specific advice and no action should be taken or omitted to be taken in reliance upon it. Any person who is in any doubt as to his taxation position, or who is subject to taxation in a jurisdiction other than the UK, should consult an appropriate independent professional adviser immediately. 1. United Kingdom taxation of chargeable gains Liability to United Kingdom taxation of chargeable gains will depend on a Scheme Shareholder s individual circumstances and on the form of consideration received. 1.1 Cash The receipt by a Scheme Shareholder of Cash Consideration payable under the terms of the Scheme should constitute a disposal (or part disposal) of his Scheme Shares for the purposes of UK taxation of chargeable gains which may, depending on the Scheme Shareholder s individual circumstances (including the availability of exemptions, reliefs and allowable losses), give rise to a liability to UK taxation of chargeable gains or an allowable loss. Any chargeable gain on such a disposal will be computed on the basis of an apportionment of the allowable cost to the Scheme Shareholder of acquiring his Scheme Shares, by reference to their market value at the date of the disposal. An individual Scheme Shareholder whose total taxable income and gains after all allowable deductions are less than the upper limit of the basic rate income tax band (currently 35,000) will be liable to capital gains tax at the current rate of 18 per cent. An individual Scheme Shareholder with chargeable gains above that limit will be subject to capital gains tax at the current rate of 28 per cent. A corporate Scheme Shareholder with profits above the upper limit (currently 1,500,000) will be liable to corporation tax on chargeable gains at the current rate of 26 per cent. A corporate Scheme Shareholder with profits below the lower limit (currently 300,000) will be liable to corporation tax on chargeable gains at the current rate of 20 per cent. Marginal relief applies where a company s profits fall between 300,000 and 1,500, Loan Notes In general, a Transfer Shareholder who, either alone or together with persons connected with him, does not hold more than five per cent. of, or of any class of, the shares or debentures of Hamworthy should not be treated as having made a disposal of his Transfer Shares for the purposes of UK taxation of chargeable gains to the extent that he receives Loan Notes as consideration for the exchange of his Transfer Shares following a valid election under the Loan Note Alternative under the Scheme. He should, to that extent, be treated in the manner described in paragraphs (a) and (b) below. Any Transfer Shareholder who, either alone or together with persons connected with him, holds more than five per cent. of, or of any class of, shares or debentures of Hamworthy is advised that provided the Scheme is being carried out for bona fide commercial purposes and does not form part of a scheme or arrangement the main purpose or one of the main purposes of which is the avoidance of liability to capital gains tax or corporation tax, he should be treated in the manner described in paragraphs (a) and (b) below. It is not intended that a clearance be made to HMRC under section 138 of the Taxation of Chargeable Gains Act 1992 in respect of the Loan Note Alternative. 54

55 c105946pu030 Proof 5: _13:55 B/L (a) (b) UK tax resident non-corporate Transfer Shareholders For a Transfer Shareholder who is a UK tax resident individual shareholder, the Loan Notes should be treated as non-qualifying Corporate bonds and accordingly any chargeable gain or allowable loss which would otherwise have arisen on a disposal of Transfer Shares by an individual shareholder should be rolled over into the Loan Notes and the Loan Notes should be treated as the same asset as his Transfer Shares acquired at the same time and price as his Transfer Shares. A subsequent disposal or part disposal of Loan Notes (including redemption) may, depending on individual circumstances, give rise to a liability to UK taxation on chargeable gains. Any chargeable gain or allowable loss on the disposal or part disposal (including redemption) of the Loan Notes should be calculated taking into account the original cost of the holder of acquiring the relevant Transfer Shares. An individual Transfer Shareholder whose total taxable income and gains after all allowable deductions are less than the upper limit of the basic rate income tax band (currently 35,000) will be liable to capital gains tax at the current rate of 18 per cent. An individual Transfer Shareholder with chargeable gains above that limit will be subject to capital gains tax at the current rate of 28 per cent. UK tax resident corporate Transfer Shareholders For a Transfer Shareholder within the charge to UK corporation tax, the Loan Notes will be qualifying corporate bonds for the purposes of UK taxation on chargeable gains. Accordingly, the whole of any chargeable gain or allowable loss which would have arisen on a disposal of Transfer Shares at market value immediately prior to the exchange of Transfer Shares for Loan Notes will be held over and deemed to accrue on a subsequent disposal or part disposal (including redemption) of the Loan Notes. No further indexation allowance will be available to a corporate Transfer Shareholder for the period during which any gain is held over in this way. Any profit, gain or loss accruing to such a corporate Transfer Shareholder in respect of a Loan Note on a disposal (including redemption) of the Loan Note (other than the held over gain which will be dealt with as referred to above) will not give rise to a charge to UK corporation taxes on chargeable gain or, as the case may be, an allowable loss for the purpose of United Kingdom taxation of chargeable gains, but will be taxed or relieved as income in accordance with paragraph 2.3 below. 2. Taxation of interest on Loan Notes 2.1 Finnish withholding tax Noteholders who are not resident in Finland for tax purposes and do not engage in trade or business through a permanent establishment in Finland will not be subject to Finnish taxes on payments in respect of the Loan Notes. 2.2 UK taxation of Non-corporate Noteholders The gross amount of the interest on the Loan Notes will form part of the recipient s income for the purposes of UK income tax and will be subject to income tax at the applicable rate depending on the individual s other taxable income, credit being allowed for Finnish tax withheld (if any). On a transfer or disposal (including redemption) of Loan Notes by an individual, a charge to UK income tax may arise under the accrued income scheme in respect of the interest on the Loan Notes which has accrued since the preceding interest payment date. 2.3 UK taxation of Corporate Noteholders Under Part 5 of the Corporation Tax Act 2009, a Noteholder within the charge to UK corporation tax in respect of the Loan Notes will generally bring into the charge to corporation tax as income, interest on, and any profits and gains arising from, the Loan Notes in accordance with the Noteholder s statutory accounts provided that these accounts are prepared broadly in accordance with any generally accepted accounting practice (whether UK Generally Accepted Accounting Practice or International Financial Reporting Standards). 2.4 Stamp Duty and Stamp Duty Reserve Tax ( SDRT ) No stamp duty or SDRT should be payable by Scheme Shareholders as a result of the Scheme. 55

56 c105946pu030 Proof 5: _13:55 B/L APPENDIX VI ADDITIONAL INFORMATION 1. Responsibility statements (a) The Hamworthy Directors, whose names are set out in paragraph 2(a) below, each accept responsibility for the information contained in this document, other than information for which responsibility is taken by others pursuant to 1(b) below and the information contained in the Employee Representatives Opinion set out in Appendix IX (Employee Representatives Opinion) to this document. To the best of the knowledge and belief of the Hamworthy Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. (b) The Wärtsilä Responsible Persons each accept responsibility for the information contained in this document relating to the Wärtsilä Group, the Wärtsilä Directors or Wärtsilä Corporation Directors, and members of their immediate families, related trusts and persons acting in concert with Wärtsilä. To the best of the knowledge and belief of the Wärtsilä Responsible Persons (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 2. Directors, executive officers and responsible persons (a) The Hamworthy Directors and their position in Hamworthy are as follows: Gordon Page (Non-executive Chairman) Joe Oatley 2 (Chief executive) Paul Crompton (Finance director) Alan Frost (Non-executive director) Simon Nicholls (Non-executive director) James Wilding (Non-executive director) The registered office of Hamworthy, and the business address of each of the Hamworthy Directors, is Fleets Corner, Poole, Dorset BH17 0JT. (b) The Wärtsilä Directors and their positions in Wärtsilä are as follows: Björn Rosengren (Executive chairman) Raimo Lind (Executive director) Kari Hietanen (Executive director) Anu Hämäläinen (Executive director) The registered office of Wärtsilä, and the business address of each of the Wärtsilä Directors, is John Stenbergin ranta 2, Helsinki, Finland. (c) The Wärtsilä Corporation Directors and their positions in Wärtsilä Corporation are as follows: Mikael Lilius (Non-executive chairman) Maarit Aarni-Sirviö (Non-executive director) Kaj-Gustaf Bergh (Non-executive director) Alexander Ehrnrooth (Non-executive director) Paul Ehrnrooth (Non-executive director) Lars Josefsson (Non-executive director) Bertel Langenskiöld (Non-executive director) Markus Rauramo (Non-executive director) Matti Vuoria (Non-executive director) The registered office of Wärtsilä Corporation, and the business address of each of the Wärtsilä Corporation Directors, is John Stenbergin ranta 2, Helsinki, Finland. 2 Note that Jonathan ( Joe ) Oatley is referred to as Joe Oatley throughout this documentother than in Appendix X (Notice of Court Meeting) to this document. 56

57 c105946pu030 Proof 5: _13:55 B/L (d) The Wärtsilä Responsible Persons are the Wärtsilä Directors and also the persons listed below, being the Board of Management of Wärtsilä Corporation: Björn Rosengren (President & CEO of Wärtsilä Corporation) Mr Raimo Lind (Deputy President of Wärtsilä Corporation and Group Vice President, CFO) Kari Hietanen (Group Vice President, Legal Affairs and HR, Company Secretary) Jaakko Eskola (Group Vice President, Ship Power) Lars Hellberg (Group Vice President, Industrial Operations) Atte Palomäki (Group Vice President, Communications & Branding) Vesa Riihimäki (Group Vice President, Power Plants) Christoph Vitzthum (Group Vice President, Services) The business address of each of the Wärtsilä Responsible Persons is John Stenbergin ranta 2, Helsinki, Finland. 3. Market quotations Set out below are the Closing Prices for a Hamworthy Share on the first Business Day in each of the six months immediately before the date of this document, on 16 November 2011 (the last Business Day prior to the commencement of the Offer Period), and on 9 December 2011 (the last practicable date prior to the posting of this document): Closing Price Date (pence) 1 June July August September October November November December Disclosure of interests and dealings (a) For the purposes of this Appendix VI (Addititional Information), reference to: (i) (ii) (iii) (iv) (v) (vi) acting in concert is to such term as defined in the City Code; a bank does not mean a bank whose sole relationship with Hamworthy or a company covered in (i) above is the provision of normal commercial banking services or such activities in connection with the Acquisition as handling acceptances and other registration work; a connected adviser means, in relation to any person, the organisation which is advising that person in relation to the Acquisition including, but not limited to banks, financial and other professional advisers (including stockbrokers) and, if that person is Hamworthy, the corporate broker to that person (other than any corporate broker which is unable to act in connection with the Acquisition because of a conflict of interest); a connected person has the meaning given in section 252 of the Companies Act; control means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights (as defined in the City Code) of a company, irrespective of whether such interest or interests give de facto control; dealing or dealt includes the following: (a) (b) (c) the acquisition or disposal of securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to the securities, or of general control of securities; the taking, granting, acquisition, disposal, entering into, closing out, termination, exercise (by either party) or variation of an option (including a traded option contract) in respect of any securities; subscribing or agreeing to subscribe for securities; 57

58 c105946pu030 Proof 5: _13:55 B/L (d) the exercise or conversion, whether in respect of new or existing securities, of any securities carrying conversion or subscription rights; (e) the acquisition of, or disposal of, entering into, closing out, exercise (by either party) of any rights under, or variation of, a derivative referenced, directly or indirectly, to securities; (f) entering into, terminating or varying the terms of any agreement to purchase or sell securities; and (g) any other action resulting, or which may result, in an increase or decrease in the number of securities in which a person is interested or in respect of which he has a short position; (vii) a dealing arrangement includes any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities of Hamworthy which may be an inducement to deal or refrain from dealing; (viii) derivative includes any financial product whose value in whole or in part is determined directly or indirectly by reference to the price of an underlying security; (ix) disclosure period means the period commencing on 17 November 2010 (being the date 12 months prior to the commencement of the Offer Period) and ending on 9 December 2011 (the last practicable date prior to the posting of this document); (x) exempt principal trader or exempt fund manager is to such term as defined in the City Code; (xi) a person has an interest or is treated as interested in securities if he has long economic exposure, whether absolute or conditional, to changes in the price of those securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person is treated as interested in securities if: (a) he owns them; (b) he has a right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to them or has general control of them; (c) by virtue of any agreement to purchase, option or derivative, he: (i) has the right or option to acquire them or call for their delivery; or (ii) is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or (d) he is a party to any derivative: (i) whose value is determined by reference to their price; and (ii) which results, or may result, in his having a long position in them; (xii) a pension fund of Hamworthy or of a member of the Hamworthy Group or a company which is a relevant associate of any of them does not include any such pension funds which are managed under an agreement or arrangement with an independent third party in the terms set out in Note 7 on the definition of acting in concert in the City Code; (xiii) relevant securities of Hamworthy include Hamworthy Shares and any other securities of Hamworthy which carry voting rights, equity share capital of Hamworthy and securities of Hamworthy carrying conversion or subscription rights into any of the forgoing; and (xiv) short position means any short position (whether conditional or absolute and whether in the money or otherwise) including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery. 58

59 c105946pu030 Proof 5: _13:55 B/L (b) Interests and dealings in relevant securities (i) In the period commencing on 17 November 2010 (being the commencement of the disclosure period) and ending on 9 December 2011 (the last practicable date prior to the posting of this document), the following dealings in Hamworthy Shares by Wärtsilä, or by persons acting in concert with Wärtsilä, have taken place: Nature of dealing Number of Hamworthy Shares High price Low price Name of party Date (pence) (pence) UBS Securities LLC Buy UBS Securities LLC Sell UBS Securities LLC Buy 8, UBS Securities LLC Sell 7, UBS Securities LLC Buy UBS Securities LLC Sell 4, UBS Securities LLC Buy 8, UBS Securities LLC Sell 4, UBS Securities LLC Buy 18, UBS Securities LLC Sell 20, UBS Securities LLC Buy 14, UBS Securities LLC Sell 4, UBS Securities LLC Buy UBS Securities LLC Sell (ii) As at the Close of Business on 9 December 2011 (the last practicable date prior to the posting of this document), the interests of the Hamworthy Directors, members of their immediate families, related trusts and connected persons in Hamworthy Shares were as follows: Number of Hamworthy Shares % of issued share capital Director Gordon Page 19, Joe Oatley 5, James Wilding 47, Paul Crompton 11, Number of Hamworthy Shares % of issued share capital Name Kathryn Crompton (Paul Crompton s wife) 65, Valerie Frost (Alan Frost s wife) 36, Judith Page (Gordon Page s wife) 31, Sarah Wilding (James Wilding s wife) 18, Jane Oatley (Joe Oatley s wife) 15,

60 c105946pu030 Proof 5: _13:55 B/L (iii) As at the Close of Business on 9 December 2011 (the last practicable date prior to the posting of this document), the Directors held the following options and awards over Hamworthy Shares under the Hamworthy Share Schemes: Hamworthy plc Company Share Option Plan 2004 Director Date of grant Option price Shares under option Joe Oatley p 2,054 Paul Crompton p 2,137 Hamworthy plc Unapproved Share Option Plan 2004 Director Date of grant Option price Shares under option Joe Oatley p 11, p 42, p 42, p 42,000 Paul Crompton p 9, p 33, p 33, p 27,353 Options under the Hamworthy plc Company Share Option Plan 2004 and the Hamworthy plc Unapproved Share Option Plan 2004 may be exercised on the later of the third anniversary of the date of grant and the date on which the performance conditions have been satisfied. The options lapse on the tenth anniversary of the grant. Hamworthy plc Co-Investment Share Plan 2007 (iv) (v) Director Date of award Market price at date of award Shares under award Joe Oatley p 44,118 Paul Crompton p 27,353 Awards under the Hamworthy plc Co-Investment Share Plan 2007 vest to the extent the performance conditions are met at the expiry of the three year performance period. As at the Close of Business on 9 December 2011 (the last practicable date prior to the posting of this document), the Employee Benefit Trust held the following Hamworthy Shares: Number of Hamworthy % of issued Shares share capital Employee Benefit Trust 130, % In the period commencing on 17 November 2011 (being the commencement of the Offer Period) and ending on 9 December 2011 (the last practicable date prior to the posting of this document), the following dealings in Hamworthy Shares by Hamworthy Directors and their spouses have taken place: Number of Director/Director s Hamworthy % of issued spouse Date Shares Details Kathryn Crompton 29 November ,000 Nil consideration transfer to Paul Crompton Gordon Page 29 November ,000 Nil consideration transfer to Judith Page James Wilding 29 November ,350 Nil consideration transfer to Sarah Wilding Joe Oatley 29 November ,000 Nil consideration transfer to Jane Oatley share capital

61 (c) Interests of five per cent. or more As at the Close of Business on 9 December 2011 (the last practicable date prior to posting of this document), the following persons have interests of five per cent. or more in the capital of Hamworthy: Name of Hamworthy Shareholder Number of Hamworthy Shares % of issued share capital Deutsche Bank AG 4,014, % Schroder Investment Management 3,728, % As at the Close of Business on 9 December 2011 (the last practicable date prior to posting of this document), the following persons have a pre-existing interest in Wärtsilä Corporation such that, should the Scheme become Effective, such persons will have an indirect interest of 5% or more in the share capital of Hamworthy (by virtue of the fact that Wärtsilä is a wholly-owned subsidiary of Wärtsilä Corporation): (d) (e) (f) Number of Wärtsilä Corporation shares % of issued share capital of Wärtsilä Corporation Name of Wärtsilä Corporation shareholder AVLIS AB 29,743, NORDEA PANKKI SUOMI OYJ 26,911, NASDAQ OMXBS/SKANDINAVISKA ENSKILDA BANK EN AB 26,632, KESKINÄINEN TYÖELÄKEVAKUUTUSYHTIÖ VARMA 10,260, Persons acting in concert with Hamworthy In addition to the Hamworthy Directors, and members of the Hamworthy Group, the only other persons who are (or are deemed to be) acting in concert with Hamworthy for the purposes of the Acquisition are Hawkpoint, the financial adviser to Hamworthy and Numis, the corporate broker to Hamworthy. Persons acting in concert with Wärtsilä In addition to the Wärtsilä Directors, Wärtsilä Corporation Directors and members of the Wärtsilä Group, the only other person who is (or is deemed to be) acting in concert with Wärtsilä for the purposes of the Acquisition is UBS, the financial adviser and corporate broker to Wärtsilä. General (i) Save as disclosed above, as at the Close of Business on 9 December 2011 (the last practicable date prior to posting of this document), no member of the Wärtsilä Group nor any of the Wärtsilä Directors nor any of the Wärtsilä Corporation Directors, nor (in the case of the Wärtsilä Directors and the Wärtsilä Corporation Directors) any member of their immediate families or related trusts, nor any person acting in concert with Wärtsilä or Wärtsilä Corporation, nor any person with whom Wärtsilä orwärtsilä Corporation or any person acting in concert with Wärtsilä or Wärtsilä Corporation had a dealing arrangement (save for the irrevocable undertakings described at paragraph 5 below), had an interest in or a right to subscribe for, or any short position in relation to, any relevant securities of Hamworthy, nor has any such person dealt in any relevant securities of Hamworthy during the disclosure period. (ii) Save as disclosed above, as at the Close of Business on 9 December 2011 (the last practicable date prior to posting of this document), no member of the Hamworthy Group nor any of the Hamworthy Directors, nor (in the case of the Hamworthy Directors) any member of their immediate families, or related trusts, nor any person acting in concert with Hamworthy, nor any person with whom Hamworthy or any person acting in concert with Hamworthy had a dealing arrangement, had an interest in or a right to subscribe for, or any short position in relation to, any relevant securities of Wärtsilä or Wärtsilä Corporation, and nor had any such person dealt in any relevant securities of Wärtsilä or Wärtsilä Corporation during the Offer Period. 61

62 c105946pu030 Proof 5: _13:55 B/L (iii) Save as disclosed above, as at the Close of Business on 9 December 2011 (the last practicable date prior to posting of this document), neither Wärtsilä nor Wärtsilä Corporation nor any person acting in concert with Wärtsilä orwärtsilä Corporation had borrowed or lent any relevant securities of Hamworthy (save for any borrowed shares which have been either on-lent or sold). (iv) Save as disclosed above, as at the Close of Business on 9 December 2011 (the last practicable date prior to posting of this document), neither Hamworthy nor any person acting in concert with it had borrowed or lent any relevant securities of Wärtsilä or Wärtsilä Corporation (save for any borrowed shares which have been either on-lent or sold). (v) Save as disclosed above, as at the Close of Business on 9 December 2011 (the last practicable date prior to posting of this document), no relevant associate, nor any pension fund of Hamworthy or of any company which is a relevant associate, nor any employee benefit trust of Hamworthy or of any company which is a relevant associate, nor any connected adviser (to Hamworthy or any persons (if any) acting in concert with Hamworthy) or any person controlling, controlled by or under the same control as any such adviser (except for an exempt principal trader or an exempt fund manager) had an interest in or a right to subscribe for, or any short position in relation to, relevant securities of Hamworthy, and nor had any such person dealt in any relevant securities of Hamworthy during the Offer Period. (vi) Save as disclosed above, neither Hamworthy nor any person acting in concert with Hamworthy had any dealing arrangement with any person. (vii) Save as disclosed above, as at the Close of Business on 9 December 2011 (the last practicable date prior to posting of this document), none of the Hamworthy Directors, nor any of their immediate families, related trusts or connected persons, had an interest in or a right to subscribe for, or any short position in relation to, any relevant securities of Hamworthy, and nor had any such person dealt in any relevant securities of Hamworthy during the Offer Period. 5. Irrevocable undertakings (a) The following persons, all of whom are Directors of Hamworthy, have given irrevocable undertakings to Wärtsilä to vote in favour, or procure votes in favour, of the resolutions to be proposed at the Court Meeting and General Meeting (or, if applicable, to accept a Takeover Offer) in respect of their entire beneficial holdings of Hamworthy Shares and those of their spouses set out below (and any further Hamworthy Shares acquired by them prior to the completion of the Scheme): (b) (c) Number of Hamworthy Name Shares Joe Oatley 20,960 Paul Crompton 76,195 Gordon Page 50,000 Alan Frost 36,000 James Wilding 65,660 These irrevocable undertakings shall terminate and be of no further force and effect if the Scheme does not become Effective, lapses or is withdrawn in accordance with its terms. These irrevocable undertakings will continue to be binding on such persons even in the event that a third party makes a higher competing offer. 62

63 c105946pu030 Proof 5: _13:55 B/L 6. Chairman s, Executive Directors and Non-Executive Directors service agreements and letters of appointment (a) Chairman and Non-Executive Directors The key terms of the existing letters of appointment relating to Hamworthy Non-Executive Directors are as follows. Save as disclosed, no such contract has been entered into or amended during the six months preceding publication of this document. Non-Executive Director Date of appointment Unexpired term Gordon Page 13 July 2004 Rolling (subject to re-election) Alan Frost 13 July 2004 Rolling (subject to re-election) James Wilding 13 July 2004 Rolling (subject to re-election) Simon Nicholls 10 June 2011 Until the 2012 annual general meeting (subject to re-election, rolling term will commence) Commission, Notice period Fee per annum ( ) bonus or profit sharing arrangement Contractual termination payments 3 months 76,000 Nil Nil 3 months 41,000 Nil Nil 3 months 41,000 Nil Nil 3 months 36,000 (increased by 5,000 upon assuming chairmanship of a board committee) Further information All of the Non-Executive Directors are covered by the Company s directors and officers liability insurance and receive reasonable travelling and accommodation expenses incurred in carrying out their duties. Any other expense must be cleared with the finance director before it is incurred. Each of the Non-Executive Directors has entered into a deed of indemnity with the Company. The appointments of each of the Non-Executive Directors terminates automatically on any of the following events: * resignation as a director of the Company; * failure to be elected or re-elected by the Company s shareholders under the Articles; * removal as a director by a Company resolution under the Articles; * vacation of office as a director under the Articles or under company law; or * expiration/non-renewal of the period of appointment under the letter of appointment. Nil Nil (b) Executive Directors The following are particulars of the current service contracts between the Hamworthy Executive Directors and Hamworthy. No such contract has been entered into or amended during the six months preceding publication of this document. Director Joe Oatley Date of contract 3 April 2007 Notice period (from Company) Notice period (from individual) Current annual base salary ( ) Commission, bonus or profit sharing arrangement Unexpired term Continuous 12 months 6 months 300,000 Discretionary annual bonus of up to 100% of base salary (2011 award: 265,000) Contractual termination payments Nil Paul Crompton 13 July 2004 Continuous 12 months 6 months 186,000 Discretionary annual bonus of up to 100% of base salary (2011 award: 172,800) Upon Termination Both Joe Oatley and Paul Crompton s service contracts contain provisions entitling Hamworthy, in its discretion, in the event of notice being served for any reason: 63 Nil

64 c105946pu030 Proof 5: _13:55 B/L (i) (ii) by Hamworthy to terminate the Director s service contract, to terminate the Director s employment with immediate effect in consideration for making a payment to the Director of the base salary and benefits including pension contributions which the Director would otherwise have received during the notice period; or by either the Director or Hamworthy to terminate the Director s service contract, to place the Director on Garden Leave during which time Hamworthy will continue to pay the Director s salary and contractual benefits including pension contributions. Other Benefits In addition to the current annual base salary and bonus of Joe Oatley and Paul Crompton set out in the table above, they are also entitled to: (i) membership of Hamworthy s private medical expenses scheme; (ii) participate in Hamworthy s permanent health insurance scheme; (iii) an annual car and petrol allowance; and (iv) membership of the Hamworthy pension scheme, the contributions to which are calculated by reference to base salary. 7. Further information as to how the Acquisition is to be financed Wärtsilä will finance the Acquisition from its existing cash resources. As required by the Code, UBS, financial adviser to Wärtsilä, confirms that it is satisfied that sufficient financial resources are available to Wärtsilä, a wholly-owned subsidiary of Wärtsilä Corporation, to enable it to satisfy in full the Cash Consideration. 8. Material contracts Share purchase agreement in relation to the purchase of AW Flow Holdings Limited On 3 October 2011, a share purchase agreement was entered into between Hamworthy International Limited (a member of the Hamworthy Group) ( Hamworthy International ) as the purchaser, Hamworthy as its guarantor and Mark Picton Anselt and John Wall as the sellers (the Sellers ). The share purchase agreement set out the terms on which Hamworthy International agreed to purchase and the Sellers agreed to sell the entire issued share capital of AW Flow Holdings Limited million was paid on completion (comprising 19.2 million paid to the Sellers on completion and 2.4 million paid into an escrow account to be released to the Sellers following a retention period) with a further 2.4 million of deferred consideration payable over the next two years. The share purchase agreement also provided for a working capital and net debt/cash position adjustment mechanism which is currently expected to result in an additional payment of 1.8 million to the Sellers. If Hamworthy International fails to make any further payment due (and not disputed) under the share purchase agreement, then Hamworthy will pay the amount within 10 days of such sum being validly demanded from it. The share purchase agreement contains covenants, representations, warranties and indemnities which are customary for this type of transaction. Letter agreements between Hamworthy and Joe Oatley and Paul Crompton setting out their amended termination rights On 21 November 2011 Hamworthy entered into additional letter agreements with Joe Oatley and Paul Crompton which provide that, if the respective service contract of either of them is terminated without cause or if they resign, in either case within 12 months from the date on which the Scheme becomes Effective, the relevant person will receive twelve months salary together with benefits and bonus at the same percentage received in the last financial year of Hamworthy. Hawkpoint, as financial adviser to Hamworthy, considers the arrangements to be fair and reasonable. The terms of these letter agreements were approved by the Company s Remuneration Committee and agreed to by Wärtsilä. Letter between Hamworthy and Wärtsilä confirming the agreed position in relation to how the Hamworthy Share Schemes will be treated In a letter agreement from Hamworthy to Wärtsilä dated 21 November 2011, Hamworthy informed Wärtsilä that the Company s Remuneration Committee had resolved that it would be appropriate for all options and awards under the Hamworthy Share Schemes to vest in full. 64

65 c105946pu030 Proof 5: _13:55 B/L Wärtsilä acknowledged and agreed to this, and to the Hamworthy Articles being amended to allow Hamworthy Shares awarded to participants in the Hamworthy Share Schemes to be acquired by Wärtsilä, by counter-signing the letter. Confidentiality undertaking On 4 November 2011 Wärtsilä Corporation entered into a confidentiality undertaking with Hamworthy in relation to the Acquisition including customary confidentiality provisions and undertakings by Wärtsilä not to solicit Hamworthy s employees, customers and suppliers. 9. Ratings No ratings agency has publicly accorded Wärtsilä, Wärtsilä Corporation or Hamworthy with any current credit rating or outlook. 10. Effect of completion of the Acquisition As at 30 September 2011 Wärtsilä Corporation had a net asset position of c1,571m (total assets of c4,439m and total liabilities of c2,868m). The assets and liabilities of a consolidated Wärtsilä Corporation and Hamworthy would be comprised of the consolidated assets and liabilities of Wärtsilä Corporation and Hamworthy as at the date of the Acquisition. When incorporating the assets and liabilities of Hamworthy at the date of the Acquisition, Wärtsilä Corporation would continue to have a positive net asset position. As at 30 September 2011 Wärtsilä Corporation had a net cash position of c54m (cash and cash equivalents of c658m and interest bearing debt of c604m). Given the intention to finance the Acquisition from existing cash resources, the Acquisition will impact Wärtsilä Corporation s balance sheet by reducing its net cash position by approximately the Enterprise Value of Hamworthy (as noted in Paragraph 3 of Appendix VII (Bases and Sources) to this document) which will move Wärtsilä Corporation from a net cash position to a net debt position. Wärtsilä expects that the Acquisition will be accretive to earnings per share in the first twelve months following the Acquisition. 11. Fees and Expenses Wärtsilä andwärtsilä Corporation The aggregate fees and expenses expected to be incurred by Wärtsilä andwärtsilä Corporation in connection with the Acquisition (excluding any applicable VAT) are expected to be: Category Financial and corporate broking advice Legal advice Accounting advice Public relations advice Other professional services Other costs and expenses Total Amount 1.87 million 0.75 million 0.09 million 0.16 million 0.02 million 0.10 million 2.99 million Hamworthy The aggregate fees and expenses expected to be incurred by Hamworthy in connection with the Acquisition (excluding any applicable VAT) are expected to be: Category Financial and corporate broking advice Legal advice Other costs and expenses Total Amount 4.3 million 0.85 million 0.05 million 5.2 million 12. Other information (a) Save as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between Wärtsilä orwärtsilä Corporation or any party acting or presumed to be acting in concert with Wärtsilä orwärtsilä Corporation for the purposes of the Acquisition and any of the Hamworthy Directors, recent directors, shareholders or recent shareholders of Hamworthy, or any person interested or recently interested in Hamworthy Shares, having any connection with or dependence on the Acquisition. 65

66 c105946pu030 Proof 5: _13:55 B/L (b) (c) (d) (e) (f) (g) Save as disclosed in this document, no proposal exists in connection with the Acquisition that any payment or other benefit be made or given to any Hamworthy Director as compensation for loss of office or as consideration for or in connection with his retirement from office. Save as disclosed in this document, no agreement, arrangement or understanding exists whereby the legal or beneficial ownership of any of the Hamworthy Shares to be acquired by Wärtsilä or Wärtsilä Corporation in pursuance of the Acquisition will be transferred to any other person. Save as disclosed in this document, the Hamworthy Directors are not aware of any material change in the financial or trading position of Hamworthy since 31 March 2011, the date to which the latest published audited accounts of Hamworthy were prepared. Save as disclosed in this document, the Hamworthy Directors are not aware of any material change in relation to any material information previously published by or on behalf of Hamworthy during the Offer Period. Hawkpoint, financial adviser to Hamworthy, has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which it appears. UBS, exclusive financial adviser to Wärtsilä, has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which it appears. 13. Documents on display Copies of the documents listed below are available for viewing on either Hamworthy s website at or on Wärtsilä s website at as applicable, up to and including the Effective Date or the date that the Scheme does not become Effective, lapses or is withdrawn in accordance with its terms, whichever is the earlier. Hamworthy (a) Hamworthy s current memorandum and Articles; (b) Hamworthy s new articles of association to be adopted at the General Meeting; (c) the irrevocable undertakings executed by the Directors referred to in paragraph 5 above; (d) the material contracts referred to in paragraph 8 above that are required to be disclosed; (e) the Hawkpoint written consent referred to in paragraph 12(f) above; (f) a full list of all dealings by Hamworthy Directors aggregated details of which are set out in paragraph 4(b)(v) above; and (g) the rules of the Hamworthy plc Company Share Option Plan 2004 (as amended), the Hamworthy plc Unapproved Share Option Plan 2004 (as amended) and the Hamworthy plc Co- Investment Share Plan 2007 (as amended). Wärtsilä (a) Constitutional documents of Wärtsilä and Wärtsilä Corporation; (b) the irrevocable undertakings executed by the Directors referred to in paragraph 5 above; (c) the UBS written consent referred to in paragraph 12(g) above; (d) the Loan Note Instrument in substantially final form, as referred to in Clause 3.8 of the Scheme; (e) the confidentiality undertaking referred to in paragraph 8 above; and (f) a full list of dealing by UBS, aggregated details of which are set out in paragraph 4(b)(i) above. 14. Employee Representatives Opinion As at the Close of Business on 9 December 2011 (the last practicable date prior to posting this document) Hamworthy had received an employee representatives opinion in relation to the Acquisition (pursuant to Rule 25.9 of the Code) from the works council of one of its subsidiaries, Hamworthy Serck Como GmbH, which is attached at Appendix IX (Employee Representatives Opinion) to this document. Dated: 13 December

67 c105946pu040 Proof 5: _13:56 B/L APPENDIX VII BASES AND SOURCES In this document, unless otherwise stated or the context otherwise requires, the following bases and sources have been used: 1. As at the Close of Business on 21 November 2011 (being the last Business Day prior to the date of the Announcement), Hamworthy had in issue 45,410,351 Hamworthy Shares. The International Securities Identification Number for Hamworthy Shares is GB00B01VFV The value of approximately 383 million attributed to the fully-diluted share capital of Hamworthy is based upon the 45,410,351 Hamworthy Shares in issue on 21 November 2011, and the 1,639,090 Hamworthy Shares to be issued based on the expected vesting of awards and exercise of options granted under all Hamworthy Share Schemes, and is net of the expected proceeds to Hamworthy from exercise of those options, if the Acquisition becomes Effective. 3. The Acquisition Price including AW Flow implies an EV/LTM EBITDA multiple of 14.3x Hamworthy s reported LTM EBITDA as at 30 September This is based on Hamworthy s fully diluted equity value of 383 million, plus c. 2 million of tax effected pension deficit less 55 million of net cash equating to an Enterprise Value of 330 million. LTM EBITDA of 23 million is based on 18 million of Hamworthy EBITDA for the twelve months ending 30 September 2011, plus the pro-forma adjustment for AW Flow of 5 million as per their statutory accounts for the twelve months ending 31 October Unless otherwise stated, financial information relating to Wärtsilä orwärtsilä Corporation has been extracted or derived (without any adjustment) from Wärtsilä Corporation s annual report for the year ended 31 December Unless otherwise stated, financial information relating to Hamworthy has been extracted or derived (without any adjustment) from Hamworthy s annual report and accounts for the year ended 31 March Unless otherwise stated, all prices and closing prices for Hamworthy Shares are closing middle market quotations derived from the Daily Official List. 67

68 c105946pu040 Proof 5: _13:56 B/L APPENDIX VIII DEFINITIONS The following definitions apply throughout this document unless the context requires otherwise: Acquisition the proposed acquisition by Wärtsilä of the entire issued share capital of Hamworthy to be effected by means of: (i) the Scheme; or (ii) the Takeover Offer, (as the case may be); AIM the market known as AIM operated by the London Stock Exchange; AIM Rules the AIM Rules for Companies published by the London Stock Exchange (as amended from time to time); Announcement the announcement made by the Hamworthy Directors and the Wärtsilä Directors on 22 November 2011 pursuant to Rule 2.7 and Section 3 of Appendix 7 of the City Code in connection with the Acquisition; Approvals regulatory authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals; Articles or Hamworthy s the articles of association of Hamworthy; Articles AW Flow AW Flow Holdings Limited, a private limited company incorporated in England and Wales with registered number ; Board the board of directors of Hamworthy as constituted from time to time; Business Day a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business; Cancellation Shareholders holders of Cancellation Shares; Cancellation Shares Scheme Shares other than Transfer Shares; Capita Registrars a trading name for Capita Registrars Limited, the Company s registrars; Cash Consideration the cash consideration due to Scheme Shareholders pursuant to Clause 2 of the Scheme; certificated or in certificated form Chairman Close of Business Closing Price Code or City Code Companies Act Competition Commission Conditions Court Court Hearings in relation to a share, not in uncertificated form (that is, not in CREST); Gordon Page; 6.00 p.m. on that Business Day; the closing middle market quotation of an Hamworthy Share, as derived from the Daily Official List; the City Code on Takeovers and Mergers, as amended from time to time; the Companies Act 2006, as amended; the UK Competition Commission; the conditions to the Acquisition, as set out in Appendix I (Conditions and Certain Further Terms of the Acquisition) to this document; the High Court of Justice in England and Wales; the Scheme Court Hearing and the Reduction Court Hearing; 68

69 c105946pu040 Proof 5: _13:56 B/L Court Meeting Court Order(s) CREST CREST Manual CREST member CREST sponsor CREST sponsored member Daily Official List Dealing Disclosure Directors or Hamworthy Directors Disclosed EBITDA the meeting of Scheme Shareholders (and any adjournment thereof) to be convened pursuant to an order of the Court under Part 26 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment); the order(s) of the Court sanctioning the Scheme and confirming the related Reduction of Capital; a relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations); the CREST Manual referred to in agreements entered into by Euroclear; a person who is, in relation to CREST, a system member (as defined in the Regulations); a person who is, in relation to CREST, a sponsoring system participant (as defined in the Regulations); a CREST member admitted to CREST as a sponsored member under the sponsorship of a CREST sponsor; the daily official list of the London Stock Exchange; as defined under Rule 8 of the Code; the directors of the Company, being Joe Oatley, Paul Crompton, Gordon Page, Alan Frost, Simon Nicholls and James Wilding; referred to in Hamworthy s annual report and accounts for the financial year ended on 31 March 2011, publicly announced by Hamworthy prior to the date of the Announcement (by delivery of an announcement to a Regulatory Information Service) or as otherwise fairly disclosed in writing by or on behalf of Hamworthy or any of its advisers to Wärtsilä or its advisers in connection with or in contemplation of the Acquisition prior to the date of the Announcement; earnings before interest, tax, depreciation and amortisation; Effective (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become fully effective in accordance with its terms; or (ii) if the Acquisition is implemented by way of a Takeover Offer, such offer having been declared or become unconditional in all respects in accordance with the requirements of the Code; Effective Date the date on which the Acquisition becomes Effective; Employee Benefit Trust the Hamworthy plc Employee Benefit Trust dated 3 August 2007 and made between Hamworthy Plc and Capita Trustees Limited; Enterprise Value fully diluted share capital plus net debt; Escrow Agent Capita Registrars; Euroclear Euroclear UK & Ireland Limited, a limited company incorporated in England and Wales with registered number ; EV/LTM EBITDA Enterprise Value divided by LTM EBITDA; Excluded Shares Executive Directors Explanatory Statement any Hamworthy Shares legally or beneficially held by any members of the Wärtsilä Group; Joe Oatley and Paul Crompton; the explanatory statement relating to the Acquisition, as set out in Part 2 (Explanatory Statement) of this document, which together with the documents incorporated therein constitutes the explanatory statement relating to the Scheme as required by section 897 of the Companies Act; 69

70 c105946pu040 Proof 5: _13:56 B/L Financial Services Authority Forms of Proxy, Form of Proxy or Proxy the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the FSMA; the forms of proxy for use at the Court Meeting and the General Meeting; FSMA the Financial Services and Markets Act 2000; General Meeting the general meeting of Hamworthy Shareholders (and any adjournment thereof) convened in connection with the Scheme to be held at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA at a.m. on 9 January 2012 (or as soon thereafter as the Court Meeting has been concluded or adjourned) of which notice is set out in Appendix XI (Notice of General Meeting) to this document; Hamworthy or Company Hamworthy plc; Hamworthy Articles the articles of association of the Company dated 16 July 2009; Hamworthy Group Hamworthy and its subsidiary undertakings, associated undertakings and any other undertaking in which Hamworthy and/or such undertakings (aggregating their interests) have a Substantial Interest; Hamworthy Shareholders or the registered holders of Hamworthy Shares; Shareholders Hamworthy Share Schemes (a) the Hamworthy plc Company Share Option Plan 2004; (b) the Hamworthy plc Unapproved Share Option Plan 2004; and (c) the Hamworthy plc Co-Investment Share Plan 2007; Hamworthy Shares the ordinary shares of five pence each in the capital of Hamworthy; Hawkpoint Hawkpoint Partners Limited; HMRC H.M. Revenue and Customs; LIBOR the London interbank offered rate, as defined in paragraph 2.3 of Appendix II (Summary of the terms of the Loan Notes) to this document; Loan Note Alternative the alternative whereby Scheme Shareholders (other than Overseas Shareholders) may elect, subject to certain limitations and conditions, to receive Loan Notes instead of all or part of the Cash Consideration to which they would otherwise be entitled pursuant to the Scheme; Loan Note Deadline a.m. on 19 January 2012; Loan Note Form of Election the form of election relating to the Loan Note Alternative sent to holders of Scheme Shares in certificated form other than Overseas Shareholders; Loan Note Instrument the loan note instrument constituting the Loan Notes; Loan Notes the loan notes to be issued by Wärtsilä pursuant to the Loan Note Alternative and to be guaranteed by Wärtsilä Corporation particulars of which are summarised in Appendix II (Summary of the Terms of the Loan Notes) to this document; London Stock Exchange The London Stock Exchange plc; Long Stop Date the date falling six months from the date of the Scheme Document; LTM EBITDA the last twelve months trailing EBITDA; Meetings the Court Meeting and the General Meeting and Meeting shall mean either of them as the context dictates; New Hamworthy Shares the new Hamworthy Shares to be issued in accordance with the Scheme; 70

71 c105946pu040 Proof 5: _13:56 B/L Non-Executive Directors Noteholder Numis Gordon Page, Alan Frost, Simon Nicholls and James Wilding; a holder of Loan Notes; Numis Securities Limited; Offer Period the period commencing on 17 November 2011 and ending on the Effective Date; Offer Price 825 pence in cash per Hamworthy Share; Opening Position Disclosure as defined under Rule 8 of the Code; Overseas Shareholders Hamworthy Shareholders whose registered addresses are outside the United Kingdom or who are residents of countries other than the United Kingdom; Panel the Panel on Takeovers and Mergers; Reduction Court Hearing the hearing at which the Reduction Court Order will be sought; Reduction Court Order the order of the Court confirming the Reduction of Capital under section 648 of Companies Act provided for by the Scheme; Reduction of Capital the proposed reduction of Hamworthy s share capital pursuant to chapter 10 of Part 17 of the Companies Act involving the cancellation and extinction of the Cancellation Shares provided for by the Scheme; Reduction Record Time 6.00 p.m., London time, on the last Business Day before the date of the Reduction Court Hearing; Registrar of Companies the Registrar of Companies for England and Wales; Regulations the Uncertificated Securities Regulations 2001 (SI2001 No. 3755), as amended from time to time; Regulatory Authority any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, stock exchange, trade agency, association, institution or any other body or person whatsoever in any jurisdiction; Regulatory Information Service any of the information services set out in Appendix 3 to the Listing Rules; Rule a rule of the City Code unless the context dictates otherwise; Scheme or Scheme of Arrangement Scheme Court Hearing Scheme Court Order Scheme Document Scheme Shareholders Scheme Shares the proposed scheme of arrangement under Part 26 of the Companies Act between the Company and the Scheme Shareholders in the form set out in Part 3 (The Scheme of Arrangement) of the Scheme Document with or subject to any modification, additions or conditions approved or imposed by the Court and agreed to by Wärtsilä and Hamworthy; the hearing at which the Scheme Court Order will be sought; the order of the Court sanctioning the Scheme under section 899 of the Companies Act; this document dated 13 December 2011 containing, inter alia, details of the Scheme and notices of the Meetings; holders of Scheme Shares; the Hamworthy Shares: (i) in issue at the date of the Scheme Document; (ii) issued after the date of the Scheme Document and on or before the Scheme Voting Record Time in respect of the Court Meeting; and (iii) issued after the Scheme Voting Record Time in respect of the Court Meeting and on or before the Reduction Record Time in respect of which the original or any subsequent holders 71

72 c105946pu040 Proof 5: _13:56 B/L Scheme Voting Record Time Securities Act Statement of Capital subsidiary, subsidiary undertaking, undertaking and associated undertaking Substantial Interest Takeover Offer Transfer Shares Transfer Shareholders TTE Instruction UK or United Kingdom uncertificated or in uncertificated form UBS United States or US US Holder thereof are, or shall have agreed in writing to be, bound by the Scheme, but excluding (A) in the case of references in the Scheme to Scheme Shares or Scheme Shareholders in relation to the Court Meeting any Excluded Shares in issue at the Scheme Voting Record Time and any Scheme Shares referred to in (iii) above and (B) in the case of all other references in the Scheme Document to Scheme Shares and Scheme Shareholders any Excluded Shares in issue at the Reduction Record Time; 6.00 p.m. on the day which is two days before the date of the Court Meeting and the General Meeting or, if the Court Meeting or the General Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting; United States Securities Act of 1933, as amended, and regulations promulgated thereunder; the statement of capital approved by the Court and showing with respect to Hamworthy s share capital, as altered by the Reduction Court Order, the information required by section 649 of the Companies Act; shall be construed in accordance with the Companies Act; a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in the Companies Act); the offer to acquire the entire issued share capital of Hamworthy by Wärtsilä by means of a takeover offer made pursuant to the Code; Scheme Shares (if any) in respect of which (a) valid elections for the Loan Note Alternative have been made in accordance with the Scheme and (b) Loan Notes are to be issued in accordance with the Loan Note Alternative; holders of the Transfer Shares; a transfer to escrow instruction given by a holder of uncertificated Scheme Shares through CREST; United Kingdom of Great Britain and Northern Ireland; in relation to a share, title to which is recorded in the relevant register of the share as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST; UBS Limited, a company incorporated in England (Company No ) with its registered office at 1 Finsbury Avenue, London EC2M 2PP; the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; a Hamworthy Shareholder whose registered address is in the US or who is resident in the US; Wärtsilä Wärtsilä Technology Oy Ab, a wholly-owned subsidiary of Wärtsilä Corporation; Wärtsilä Corporation the parent company of Wärtsilä; Wärtsilä Corporation Directors those persons whose names are set out in paragraph 2(c) of Appendix VI (Additional Information) to this document; Wärtsilä Directors those persons whose names are set out in paragraph 2(b) of Appendix VI (Additional Information) to this document; 72

73 c105946pu040 Proof 5: _13:56 B/L Wärtsilä Group Wärtsilä Corporation and its subsidiary undertakings, associated undertakings and any other undertaking in which Wärtsilä and/or such undertakings (aggregating their interests) have a Substantial Interest; Wärtsilä Responsible Persons those persons noted in paragraph 2(d) of Appendix VI (Additional Information) to this document; Wärtsilä Shares the issued share capital of Wärtsilä Corporation; and, Sterling, pence and p the lawful currency of the United Kingdom. 73

74 c105946pu040 Proof 5: _13:56 B/L APPENDIX IX EMPLOYEE REPRESENTATIVES OPINION Works council of Company Hamworthy Serck Como GmbH Pankower Straße 16-18, Geesthacht, Deutschland Tel. +49 (0)4152 / (oder- 211 / oder - 223) Works council of Hamworthy Serck Como GmbH Statement of the works council according to Take Over Code 25.9 Dear Ladies and Gentlemen, on we received first information from the management of Hamworthy Serck Como GmbH on the planned take over of Hamworthy PLC from Wärtsilä Technolgoy Oy AB. The consentaneous recommendation of the Board of Directors to the shareholders to approve the take over, gives us confidence in Wärtsilä s operational fairness. Therefore we look forward to the coming months with positive expectations. We are especially exited to have the first concrete contacts of our business with Wärtsilä, as we see our future in the Wartsila power plant division. We expect a win-win situation from both sides. Our product groups: * Fresh water generators land: a product with future potential especially in combination with bigger Diesel engines * Water cooled condensers in combination with turbines in power plants * Air cooled condensers in combination with turbines in power plants * Fresh water generators for ships are replaced with a different technology The works council of Hamworthy Serck Como has no concerns at all about a take over from Wärtsilä. We hope for synergy effects in the area of research and development as well as using the sales network to further improve the business. Therefore we are looking positively forward the integration into the Wärtsilä group and will actively support the process. Geestacht, Best regards Christian Wende (Head of Works council) 74