FORTUM'S ANNUAL GENERAL MEETING APPROVED THE DISTRIBUTION OF NESTE OIL SHARES ASA DIVIDEND
Fortum Corporation Stock Exchange Release
31 March 2005 1(4)
FORTUM'S ANNUAL GENERAL MEETING APPROVED THE DISTRIBUTION OF NESTE OIL SHARES AS
A DIVIDEND
Fortum Corporation's Annual General Meeting, which was held in Helsinki on 31
March 2005, adopted the income statement and balance sheet of the parent company
and the Group for 2004, discharged Fortum's Supervisory Board, Board of Directors
and the President and CEO from liability for 2004, and decided to pay a dividend
of EUR 0.58 per share for 2004, in total EUR 505.7 million. The rest of the
distributable equity will be carried over to retained earnings. The record date
for dividend payment is 5 April 2005. The dividend payment date is 15 April 2005,
with the dividend paid in cash entered on the shareholders' accounts on 18 April
2005.
In addition the Annual General Meeting resolved to distribute as a dividend
altogether 217,963,549 Neste Oil Corporation shares so that each shareholder of
Fortum Corporation receives as a dividend one (1) Neste Oil Corporation share for
each four (4) Fortum Corporation shares, which have a par value of EUR 3.40 owned
by the shareholder.
The share dividend will be paid to those shareholders of Fortum Corporation who,
on the record date for dividend payment, 5 April 2005, are registered in the
register of shareholders of the company, maintained by the Finnish Central
Securities Depository Ltd. The payment date of the share dividend is 15 April
2005, with the shares distributed as dividend entered on the shareholders' book-
entry accounts on or about 18 April 2005.
A prerequisite for the payment of the dividend is that Neste Oil Corporation
shares have been admitted for trading on the Helsinki Stock Exchange.
Other decisions by the Annual General Meeting
Amendments to the Articles 2, 6, 8, 9, 11, 13 and 18 of the Articles of
Association were approved.
The main content of the amendments is the following:
- Deletion of "the production, procurement, transmission, distribution and sale
of oil as well as carrying out activities in the oil and chemical industries and
trade and merchant shipping" from the article pertaining to the company's field
of activity (2 §).
- The Supervisory Board consists of no less than six (6) members and of no more
than twelve (12) members. A person who has reached the age of 68 years may not be
elected to the Supervisory Board or to the Board of Directors (6 § and 8 §).
- Deletion of the provision stating that the Board of Directors may decide on the
sale of the shares of the company, established through the demerger of Fortum Oil
and Gas Oy and engaged in the oil business, only if so authorised in advance by
the Annual General Meeting, from the article pertaining to the duties of the
Board of Directors (9 §).
- Deletion of the right of the Chairman of the Board of Directors to sign alone
for the company from the article pertaining to signing for the company (11 §).
- Amendment to the article pertaining to the auditors (13 §) so that the company
has one regular auditor, which shall be an audit firm certified by the Central
Chamber of Commerce. The reference to an auditor's age limit was deleted from the
article. Sub-sections 7-12 of Article 18 were amended to correspond to the fact
that the company has only one auditor.
A foundation under the name of Fortumin Taidesäätiö will be established and
Fortum will donate EUR 500,000 as its first capital.
The number of members of Fortum's Supervisory Board was confirmed to be 12. The
following persons were re-elected to the Supervisory Board: Members of Parliament
Lasse Hautala, Rakel Hiltunen, Mikko Immonen, Timo Kalli, Kimmo Kiljunen, Jari
Koskinen, Ben Zyskowicz, Industrial Counsellor Kimmo Kalela, and Director General
Jorma Huuhtanen. Members of Parliament Jouni Backman and Oras Tynkkynen as well
as the second vice chairman of the City Counsil Martti Alakoski were elected as
new members. Timo Kalli was elected as Chairman and Jouni Backamn as Deputy
Chairman of the Supervisory Board. The Supervisory Board was elected until the
end of the following Annual General Meeting.
The Annual General Meeting confirmed the following remunerations for Supervisory
Board service:
Chairman EUR 1,000/month
Deputy Chairman EUR 600/month
Members EUR 500/month
Meeting fee EUR 200/meeting
In addition the members are entitled to travel expense compensation in accordance
with the company's travel rules.
The number of members in the Board of Directors was confirmed to be seven. The
following persons were re-elected to the Board of Directors: Peter Fagernäs
(Chairman), Birgitta Kantola (Deputy Chairman), Birgitta Johansson-Hedberg, Lasse
Kurkilahti and Erkki Virtanen. Matti Lehti and Marianne Lie were elected as new
members. The Board of Directors was elected until the end of the following Annual
General Meeting.
The Annual General Meeting confirmed the following remuneration for Board
Service:
Chairman EUR 55,000 /year
Deputy Chairman EUR 42,000/year
Members EUR 30,000/year
Meeting fee EUR 500/meeting
In addition a meeting fee of EUR 500 is paid for the Board Committee meetings.
The members are entitled to travel expense compensation in accordance with the
company's travel rules.
Authorised Public Accountant PricewaterhouseCoopers Oy was re-elected as auditor.
The proposal by the shareholder George Jauhiainen to dissolve the Supervisory
Board was not accepted.
The Annual General Meeting appointed a Nomination Committee to prepare proposals
concerning board members and their emoluments 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. Those three shareholders, whose share of the total votes of all the
shares of the company is largest on December 1 preceding the Annual General
Meeting, are entitled to appoint the members representing the shareholders. The
Nomination Committee will be convened by the Chairman of the Board of Directors
and the Committee chooses a chairman from among themselves. The Nomination
Committee should give its proposal to Fortum's Board of Directors no later than 1
February preceding the Annual General Meeting.
Fortum Corporation
Carola Teir-Lehtinen
Senior Vice President, Corporate Communications
Distribution:
Helsinki Stock Exchange
Key media
APPENDIX
Members of the Board of Directors
Fagernäs, Peter, born 1952, L.L.M., Chairman of the Board of Oy Hermitage Ab and
Managing Partner of Hermitage & Co. Ltd. Former Chairman of Pohjola Group plc
(2001-2003). He is a member of the Board of Finnlines Plc.
Johansson-Hedberg, Birgitta, born 1947. Bachelor of Arts, Master of Psychology.
President and CEO of Lantmännen. Former President and CEO of Foreningssparbanken
and Resident Director for Scandinavia in the Dutch listed company Wolters Kluwer.
She is a member of the Boards of Skandia, Sveaskog and Oriflame and the Chairman
of University of Umeå. She is also a member of Aktiemarknadsnämnden.
Kantola, Birgitta, born 1948,Master of Laws. Former Executive Vice President
(Finance) of the Nordic Investment Bank (1991-1995) and Vice President and CFO of
the International Finance Corporation, Washington D.C. (1995-2000). Currently she
is a Director of Vasakronan AB, Akademiska Hus AB, Nordea Bank AB and Varma
Mutual Pension Insurance Company.
Kurkilahti, Lasse, born 1948, BSc (Econ). President and CEO of Kemira Oyj. Former
President and CEO of Elcoteq Network Corporation (2002-2004), President and CEO
of Raisio Group (2000-2001) and President and CEO of Nokian Tyres plc (1988-
2000). He is also a member of the Boards of Fintra and Lassila & Tikanoja plc.
Lehti, Matti, born 1947, Ph.D. (Econ.), President and CEO, Member of Board of
Directors, TietoEnator Corporation, former President and CEO and Member of Board
of Directors of Tietotehdas Oy and Tieto Group and Deputy Managing Director of
Rautakirja Oy. Chancellor of Helsinki School of Economics, Chairman of Board of
Directors, Foundation for Economic Education, Vice Chairman of Board of
Directors, Helsinki School of Economics Foundation, as well as member of Board of
Directors in Jaakko Pöyry Group and in Confederation of Finnish Industries EK.
Lie, Marianne, born 1962, Director General, Norwegian Shipowners' Association.
She has previously worked as Managing Director of Vattenfall Norge AS, Managing
Director of Helsevekten Telemed AS and Director of Department of Information and
Industrial Policy of Norwegian Shipowners' Association. Member of Board of
Directors in several Norwegian companies.
Virtanen, Erkki, born 1950, MSc (Social Sciences). Mr Virtanen is Permanent
Secretary at the Ministry of Trade and Industry and Deputy Chairman of Sitra, the
Finnish National Fund for Research and Development.
