Decisions by Fortum Corporation's Annual General Meeting 2016
FORTUM CORPORATION STOCK EXCHANGE RELEASE, 5 April 2016 at 17:50 EET
Fortum Corporation’s Annual General Meeting was held in Helsinki on 5 April 2016. The Annual General Meeting adopted the financial statements and the consolidated financial statements for the financial period 1 January – 31 December 2015.
In accordance with the proposal of the Board of Directors, the Annual General Meeting decided that a dividend of EUR 1.10 per share be paid based on the adopted balance sheet for the financial year that ended on 31 December 2015, which corresponds to a total of EUR 977,203,749.50, and that the remaining part of the profit shown on the balance sheet shall be retained in the company's unrestricted equity. The dividend will be paid to the shareholders who on the record date of the dividend payment 7 April 2016 are recorded in the company's shareholders' register held by Euroclear Finland Ltd. The dividend will be paid on 14 April 2016.
The Annual General Meeting discharged from liability the members of the Fortum Board of Directors, the President and CEOs and the deputy President and CEO for the year 2015.
Board of Directors, remunerations and auditor
The Annual General Meeting confirmed the following remuneration for Board service for the upcoming term in accordance with the proposal by the Shareholders' Nomination Board:
for the Chairman, EUR 75,000 per year,
for the Deputy Chairman, EUR 57,000 per year,
for a Member, EUR 40,000 per year, and
for the Board member acting as the Chairman of the Audit and Risk Committee, EUR 57,000 per year, if he or she is not at the same time acting as Chairman or Deputy Chairman of the Board.
In addition, a fee of EUR 600 is paid for each Board meeting and Board Committee meeting. For Board members living outside Finland in Europe, the proposed fee for each meeting will be doubled, and for Board members living outside Europe, the proposed fee for each meeting will be tripled. For Board members living in Finland, the proposed fee for each Board and Board Committee meeting will be doubled for meetings held outside Finland and tripled for meetings held outside Europe. For Board and Committee meetings held as a telephone conference, the proposed fee will be paid as single to all members. No fee will be paid for decisions made without a separate meeting.
In accordance with the Shareholders’ Nomination Board’s proposal, the number of members in the Board of Directors was confirmed to be eight.
In accordance with the Shareholders' Nomination Board’s proposal, the Annual General Meeting elected the following persons to the Board of Directors for a term of office ending at the closing of the next Annual General Meeting: Ms. Sari Baldauf as Chairman, Mr. Kim Ignatius as Deputy Chairman, and Ms. Minoo Akhtarzand, Mr. Heinz-Werner Binzel, Ms. Eva Hamilton, Mr.Tapio Kuula, Mr. Veli-Matti Reinikkala and Mr. Jyrki Talvitie as Members.
Further details of the members of the Board of Directors are attached to this release (Appendix 1).
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to pay to the auditor according to an invoice approved by the company.
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to re-elect Deloitte & Touche Ltd, Authorised Public Accountants, as the auditor. Deloitte & Touche Ltd has notified the company that Authorised Public Accountant Jukka Vattulainen will act as the principal auditor.
Repurchase and disposal of the company's own shares
The Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to decide on the repurchase of the company's own shares as follows:
• The maximum number of own shares to be repurchased is 20,000,000 shares, which corresponds to approximately 2.25 per cent of all the shares in the company. Only the unrestricted equity of the company can be used to repurchase own shares on the basis of the authorisation.
• Own shares can be repurchased at a price formed in public trading on the date of the repurchase or otherwise at a price formed on the market.
• The Board of Directors will decide how own shares will be repurchased. Own shares can be repurchased using, inter alia, derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
• Own shares can be repurchased to be used in connection with acquisitions, investments or other business transactions, or to be retained or cancelled. Own shares cannot be repurchased for the purposes of the company's incentive and remuneration schemes.
The authorisation will be effective for a period of 18 months from the resolution of the General Meeting.
In addition, the Annual General Meeting decided, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to decide on the disposal of the Company's own shares as follows:
• The number of shares to be disposed based on the authorisation shall not exceed 20,000,000 shares, which corresponds to approximately 2.25 per cent of all the shares in the company.
• Own shares can be disposed in connection with acquisitions, investments or other business transactions. The disposals cannot be made for the purposes of the company's incentive and remuneration schemes.
• The Board of Directors will decide on all the other conditions of the disposals, including to whom, at what price and in which manner the company's shares are disposed. The disposals may also be made in deviation from the shareholders’ pre-emptive rights for a weighty financial reason.
The authorisation will be effective for a period of 18 months from the resolution of the General Meeting.
Minutes of the meeting
The minutes of the Annual General Meeting will be available on the company’s website as from 19 April 2016 at the latest.
Fortum Corporation
Sophie Jolly
Vice President, Investor Relations & Financial Communications
Additional information:
Sirpa-Helena Sormunen, General Counsel, Fortum Corporation, Tel. +358 10 452 5350
Distribution:
Nasdaq Helsinki
Key media
www.fortum.com
Fortum
Fortum's vision is to be the forerunner in clean energy. We provide our customers with electricity, heat and cooling as well as other energy solutions that improve present and future life. Already 64% of our electricity generation is CO2 free. Our main markets are the Nordic and the Baltic countries, Russia, Poland and India. In 2015, we employed some 8,000 energy sector professionals, and our sales were EUR 3.5 billion. Fortum's share is listed on Nasdaq Helsinki. www.fortum.com