NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF FORTUM CORPORATION
The shareholders of Fortum Corporation are invited to the Annual General Meeting
to be held on Tuesday, 1 April 2008, at 1:00 p.m. at Finlandia Hall, address:
Mannerheimintie 13 e, Helsinki. Entrance: Mannerheimintie door M4 and
Karamzininkatu door K4. Registration of shareholders who have notified the
company of their attendance will begin at 11:45 a.m. The Annual General Meeting
will be conducted in Finnish and interpreted simultaneously into Swedish and
English.
Matters belonging to the Annual General Meeting pursuant to Paragraph 18 of the
Articles of Association and Section 3 of Chapter 5 of the Companies Act as well
as the other following matters will be on the agenda of the Annual General
Meeting:
1. Adoption of the financial statements and the consolidated financial
statements
2. Distribution of profit
The Board of Directors proposes to the Annual General Meeting that a dividend of
EUR 1.35 per share be paid based on the adopted balance sheet for the financial
year that ended on 31 December 2007. Of this dividend, EUR 0.77 per share is to
be paid from the company's recurring earnings and EUR 0.58 per share as
additional dividend in order to steer the company's capital structure towards
the target. The dividend will be paid to shareholders registered in the register
of shareholders maintained by the Finnish Central Securities Depository Ltd on
the record date for dividend payment, 4 April 2008. The dividend will be paid on
11 April 2008.
3. Discharge from liability for the Supervisory Board, the Board of Directors
and the Managing Director
4. Compensation for the members of the Supervisory Board and the Board of
Directors as well as the Auditor
The Shareholders' Nomination Committee proposes to the Annual General Meeting
that the Board of Directors receive the following compensation: for the
chairman, EUR 66,000 per year; for the deputy chairman, EUR 49,200 per year; and
for each member, EUR 35,400 per year. In addition, a fee of EUR 600 for each
meeting of the Board of Directors and its committees is proposed. For Board
members living outside Finland in Europe the fee for each meeting is proposed to
be doubled.
5. The number of the members of the Supervisory Board and election of chairman,
deputy chairman and members of the Supervisory Board
6. The number of the members of the Board of Directors and election of chairman,
deputy chairman and members of the Board of Directors
The Shareholders' Nomination Committee proposes to the Annual General Meeting
that the chairman Peter Fagernäs and members Esko Aho, Birgitta
Johansson-Hedberg, Marianne Lie and Christian Ramm-Schmidt be re-elected. The
Committee proposes that Matti Lehti, currently a member of the Board of
Directors, be elected as deputy chairman and that Ilona Ervasti-Vaintola, Group
Chief Counsel, be elected as a new member of the Board of Directors.
7. Election of Auditor
On the recommendation of the Audit Committee, the Board of Directors proposes
that the Annual General Meeting elect Deloitte & Touche Oy, chartered
accountants, as the auditor.
8. Proposal of the Board of Directors to amend Paragraph 8 of the Articles of
Association
The Board of Directors proposes to the Annual General Meeting that Paragraph 8
of the Articles of Association be amended so that the maximum number of members
to be elected, in addition to the chairman and deputy chairman, increases from
five to six.
9. Proposal of the Board of Directors to authorise the Board of Directors to
decide to repurchase the company's own shares
The Board of Directors proposes to the Annual General Meeting that the Board of
Directors be authorised to decide to repurchase the company's own shares by
using non-restricted equity. The authorisation is proposed to be valid until the
next Annual General Meeting.
The shares will be repurchased in order to steer Fortum's capital structure
towards the target.
The maximum amount of shares to be repurchased is 15 million shares. In
addition, the amount of funds used for the repurchases may not exceed EUR 300
million.
The shares will be repurchased through public trading of the securities on OMX
Nordic Exchange Helsinki Oy, which means that they will not be purchased in
proportion to the holdings of the shareholders. The repurchase price of the
shares shall be based on the public trading price of Fortum shares.
Shares repurchased by the company shall be cancelled by a separate decision of
Board of Directors.
10. Proposal by the State of Finland to appoint a Nomination Committee
The State of Finland proposes that the Annual General Meeting resolve to appoint
a Nomination Committee to prepare proposals concerning Board members and their
remuneration for the following Annual General Meeting. The Nomination Committee
will consist of the chairman of the Board of Directors, acting as an expert
member, and the representatives of the three main shareholders. The three
shareholders whose share of the total votes of all the shares of the company is
largest on the 3rd day of November preceding the Annual General Meeting will
have the right to appoint the members representing the shareholders. Should a
shareholder not wish to use its right to nominate, this right will be passed on
to the next biggest shareholder. The largest shareholders will be determined on
the basis of the ownership information registered in the book-entry system. In
case an owner is required under the Securities Markets Act to report certain
changes in ownership (when flagging by shareholder is required), for example
when the ownership is distributed among various funds, the ownership will be
counted as one holding, if the owner informs the Board in writing of this
request no later than on 31 October 2008.
The Nomination Committee will be convened by the chairman of the Board of
Directors, and the Committee will choose a chairman from among its own members.
The Committee shall give its proposal to the Board of Directors of the company
at the latest by the 2nd of February preceding the Annual General Meeting.
11. Proposal of shareholder George Jauhiainen to dissolve the Supervisory Board
Availability of documents
The annual report of Fortum, which includes the financial statements, the
operating and financial review and the auditor's report, as well as the
proposals mentioned above in sections 8 and 9 will be available to shareholders
on Fortum's website (www.fortum.com/agm) at the latest from 14 March 2008 and
will be sent to shareholders on request (please send an e-mail to
keilaniemi.postitus@fortum.com or telephone +358 (0) 10 45 29151 between 10:00
a.m. - 2:00 p.m. (Finnish time) on business days). They are also available at
the Annual General Meeting.
Right to attend the Annual General Meeting
Shareholders who are registered on 20 March 2008 in the register of shareholders
of the company, maintained by the Finnish Central Securities Depository Ltd, are
entitled to attend the Annual General Meeting.
Shareholders who hold their shares under the name of a nominee can be
temporarily registered in the register of shareholders of the company on 20
March 2008 to allow attendance at the Annual General Meeting.
Shareholders wishing to attend the Annual General Meeting must notify the
company of their attendance by 4:00 p.m. (Finnish time) on 25 March 2008 at the
latest. You may notify you attendance
- at the Fortum website at www.fortum.com/agm
- by phone on +358 (0) 10 452 9460
- by fax on +358 (0) 10 262 2727
- by letter to Fortum Corporation, Corporate Legal Affairs/ AGM, P.O. Box 1,
00048 FORTUM.
Notifications must arrive by 4:00 p.m. (Finnish time) on 25 March 2008 at the
latest.
Powers of attorney
Any powers of attorney should be delivered so that they arrive by 4:00 p.m.
(Finnish time) on 25 March 2008 at the latest.
In Espoo, on 30 January 2008
FORTUM CORPORATION
Board of Directors
Disribution:
OMX Nordic Exchanges Helsinki
Key media
