Decisions by the Annual General Meeting of Fortum
Stock Exchange Release
Fortum Corporation’s Annual General Meeting, which was held in Helsinki on 28 March 2007, adopted the financial statements of the parent company and the Group for 2006, discharged Fortum's Supervisory Board, Board of Directors and the President and CEO from liability for 2006, and decided to pay a dividend of EUR 1.26 per share for 2006. Of this total dividend, EUR 0.73 per share is in accordance with the Group's dividend policy and EUR 0.53 per share is additional dividend proposed in order to steer Fortum's capital structure towards the agreed target level. The record date for dividend payment is 2 April 2007 and the dividend payment date is 11 April 2007.
Supervisory Board, Board of Directors and Auditor
The number of members of Fortum's Supervisory Board was confirmed to be 10. The following persons were elected to the Supervisory Board: Timo Kalli (Chairman), Rakel Hiltunen (Deputy Chairman), Kimmo Kiljunen, Jari Koskinen, Sirpa Paatero, Oras Tynkkynen and Ben Zyskowicz, who are all Members of Parliament, as well as Martti Alakoski, Member of the City Council of Kurikka, Lasse Hautala, Chairman of the City Council of Kauhajoki and Mikko Immonen, Member of the Community Council of Mynämäki. 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:
ChairmanEUR 1,000/month
Deputy chairmanEUR 600/month
MemberEUR 500/month
Meeting feeEUR 200/meeting
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), Esko Aho, Birgitta Johansson-Hedberg, Matti Lehti, Marianne Lie and Christian Ramm-Schmidt. 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:
ChairmanEUR 55,000/year
Deputy chairmanEUR 42,000/year
MemberEUR 30,000/year
In addition, a EUR 500 meeting fee is paid. The meeting fee is also paid for committee meetings and is paid in double to a member who lives outside Finland in Europe.
Authorised Public Accountant Deloitte & Touche Oy was re-elected as auditor, with CGR Mikael Paul having the principal responsibility.
Amendment of the Articles of Association
The Annual General Meeting of Shareholders resolved to amend the company’s present Articles of Association as follows:
The minimum and maximum capital requirements in Paragraph 3, sub-section 1 of the Articles of Association shall be deleted.
Paragraph 4 of the Articles of Association shall be amended so that the company's shares belong to the book-entry system in accordance with the provisions of the Finnish Act on Book-Entry System. Other sections in the paragraph shall be deleted.
Paragraphs 9 and 11 of the Articles of Association shall be amended so that instead of signing for the company the term "representing the company" adopted under the new Finnish Companies Act shall be used.
Paragraph 18, sub-section 1, point 1 of the Articles of Association shall be amended so that at the Annual General Meeting of Shareholders the financial statements, which include consolidated financial statements and the Operating and Financial Review, shall be presented; and points 4 and 5 so that at the Annual General Meeting of Shareholders the adoption of the financial statements and consolidated financial statements as well as the use of the profit shown in the balance sheet shall be decided on.
Paragraphs 19-32 of the Articles of the Association relating to redemption of shares are proposed to be deleted since the Finnish Securities Markets Act includes a corresponding mandatory provision.
Repurchase of the company’s own shares
The Annual General Meeting authorised the Board of Directors to repurchase the company’s own shares with funds available for distribution of profit. The authorisation is valid until the next Annual General Meeting.
The shares will be acquired in order to direct the capital structure of the company towards the agreed target level.
The maximum amount of shares to be repurchased is 20 million. In addition, the amount of consideration used for the acquisitions may not exceed EUR 300 million.
The shares will be repurchased through public trading of the securities on the Helsinki Stock Exchange, which means that they will not be purchased in proportion to the holdings of the shareholders. The acquisition price of the shares must be based on the price of Fortum's share in public trading.
Shares repurchased by the company shall be cancelled through a separate decision made by the Board of Directors.
Shareholders’ Nomination Committee
The Annual General Meeting resolved 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 1st 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 the case of an owner required by the Securities Markets Act to report certain changes in ownership (flagging by shareholder required), ownership distributed among various funds, for example, will be counted as one holding, should the owner inform the Board in writing of this request no later than on 31 October 2007.
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 1st of February preceding the Annual General Meeting.
The proposal by the shareholder George Jauhiainen to dissolve the Supervisory Board was not accepted.
Fortum Corporation
Carola Teir-Lehtinen
Senior Vice President, Corporate Communications
Distribution:
Helsinki Stock Exchange
Key media
www.fortum.com
APPENDIX: Members of the Board of Directors
PETER FAGERNÄS
Chairman, born 1952, Master of Laws
Main occupation:
Chairman of the Board of Oy Hermitage Ab and Managing Partner of Hermitage Co Ltd
Primary work experience:
Chairman of the Board, Pohjola Group Plc
Chairman of the Board, Conventum Plc
CEO, Conventum Plc
Member of the Board, Merita Bank
CEO, Prospectus Oy
Various positions at Kansallis-Osake-Pankki
Simultaneous positions of trust:
Member of the Board of Finnlines Plc and Winpak Ltd., Canada
Independent member of Fortum’s Board of Directors since 2004
BIRGITTA KANTOLA
Deputy Chairman, born 1948, Master of Laws
Main occupation:
Director
Primary work experience:
Executive Vice President (Finance), Nordic Investment Bank
Vice President and CFO, International
Finance Corporation, Washington D.C.
Simultaneous positions of trust:
Member of the Board of Akademiska Hus AB, Nordea Bank AB, StoraEnso Oyj, Varma Mutual Pension Insurance Company, Vasakronan AB and Åbo Akademi
Independent member of Fortum’s Board of Directors since 2001
ESKO AHO
Born 1954, Master of Political Sciences
Main occupation:
President of the Finnish National Fund for
Research and Development (Sitra)
Primary work experience:
Prime Minister of Finland 1991–1995
Member of Parliament 1983 –2003
Leader of the Centre Party 1990 –2002
Lecturer at Harvard 2000 –2001
Simultaneous positions of trust:
Chairman of a group of experts on European innovation policy 2005 –2006
Independent member of Fortum’s Board of Directors since 2006
BIRGITTA JOHANSSON-HEDBERG
Born 1947, Bachelor of Art, Master of Psychology
Main occupation:
Director
Primary work experience:
President and CEO, Lantmännen
President and CEO, Föreningssparbanken
Resident Director for Scandinavia, Wolters Kluwer
Simultaneous positions of trust:
Member of the Board of Sveaskog, Chairman of the Board of the University of Umeå and Member of Aktiemarknadsnämnden
Independent member of Fortum’s Board of Directors since 2004
MATTI LEHTI
Born 1947, PhD (Econ)
Main occupation:
Chairman of the Board of TietoEnator Corporation
Primary work experience:
President and CEO and member of the Board, TietoEnator Corporation, Tietotehdas Oy and TietoGroup
Deputy Managing Director, Rautakirja Oy
Simultaneous positions of trust:
Member of the Board of Pöyry Plc and Confederation of Finnish Industries EK, Chairman of the Foundation for Economic Education, Vice Chairman of the Helsinki School of Economics Foundation and Chancellor of the Helsinki School of Economics
Independent member of Fortum’s Board of Directors since 2005
MARIANNE LIE
Born 1962, Law and Political Science studies at the University of Oslo (UiO)
Main occupation:
Director General, Norwegian Shipowners Association (NSA)
Primary work experience:
Managing Director, Helsevakten Telemed AS, a company within the Umoe-Group
Managing Director, Vattenfall Norge AS
Director, Department of Information and Industrial Policy, NSA
Simultaneous positions of trust:
Chairman of the Board of Punkt Ø
Member of the Board of Kverneland ASA and Arendals Fossekompani ASA
Independent member of Fortum’s Board of Directors since 2005
CHRISTIAN RAMM-SCHMIDT
Born 1946, B.Sc. (Econ.)
Main occupation:
Senior Partner of Merasco Capital Ltd.
Primary work experience:
President of Baltic Beverages Holding Ab (BBH)
President of Fazer Biscuits Ltd., Fazer Chocolates
Ltd., Fazer Confectionery Group Ltd.
Director, ISS ServiSystems Oy
Simultaneous positions of trust:
Chairman of the Board of Derbes Brewery (BBH), Kazakhstan
Member of the Board of Oy Chips Ab, Bang & Bonsomer Oy, Orkla CIS Holding Ltd, Tradeka Group Ltd, MDC Education Group and Sarbast Plus Brewery (BBH), Uzbekistan
Independent member of Fortum’s Board of Directors since 2006
------------------------------------------------------------
This information was brought to you by Waymaker http://www.waymaker.net