DECISIONS BY THE ANNUAL GENERAL MEETING OF FORTUM
Stock Exchange Release
DECISIONS BY THE ANNUAL GENERAL MEETING OF FORTUM
Fortum Corporation’s Annual General Meeting, which was held in Helsinki on 1 April 2008, adopted the financial statements of the parent company and the Group for 2007, discharged Fortum's Supervisory Board, Board of Directors and the President and CEO from liability for 2007, and decided to pay a dividend of EUR 1.35 per share for 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 record date for dividend payment is 4 April 2008 and the dividend payment date is 11 April 2008.
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: Markku Laukkanen (Chairman), Sanna Perkiö (Deputy Chairman), Rakel Hiltunen, Sampsa Kataja, Kimmo Kiljunen, Katri Komi, Juha Mieto and Jukka Mäkelä, who are all Members of Parliament, as well as Martti Alakoski, Member of the City Council of Kurikka and Panu Laturi, Secretary General. 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
Member EUR 500/month
Meeting fee EUR 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), Matti Lehti (Deputy Chairman), Esko Aho, Birgitta Johansson-Hedberg, Marianne Lie and Christian Ramm-Schmidt. Ilona Ervasti-Vaintola, Group Chief Counsel, was elected as a new member of the Board of Directors. 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 66,000/year
Deputy chairman EUR 49,200/year
Member EUR 35,400/year
In addition, a EUR 600 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 Paragraph 8 of the company’s Articles of Association so that the maximum number of members to be elected to the Board of Directors, in addition to the chairman and deputy chairman, increases from five to six.
Repurchase of the company’s own shares
The Annual General Meeting authorised the Board of Directors to repurchase the company’s own shares by using non-restricted equity. The authorisation is 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.
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 3 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 2 February preceding the Annual General Meeting.
The proposal by the shareholder George Jauhiainen to dissolve the Supervisory Board was not accepted.
Fortum Corporation
Maria Romantschuk
Senior Vice President, Corporate Communications
Distribution:
OMX Nordic Exchange Helsinki
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
Key positions of trust:
Member of the Board of Finnlines Plc and Winpak Ltd., Canada
Independent member of Fortum’s Board of Directors since 2004
Matti Lehti
Vice Chairman, 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
Key positions of trust:
Member of the Board of Pöyry Plc, 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
Esko Aho
Born 1954, Master of Political Sciences
Main occupation:
President of Sitra, the Finnish Innovation Fund
Primary work experience:
Prime Minister of Finland
Member of Parliament
Leader of the Centre Party
Lecturer at Harvard
Key positions of trust:
Member of the Board of Russian Venture Company
Independent member of Fortum’s Board of Directors since 2006
Ilona Ervasti-Vaintola
born 1951, LL.M., Trained on the bench
Main occupation:
Sampo plc, Group Chief Counsel, Principal Attorney, Secretary of the Board of Directors of Sampo plc. Member of the Group Executive Committee.
Primary work experience:
Mandatum Bank plc, Chief Counsel and member of the Board
Mandatum & Co Ltd, Director, Partner
Union Bank of Finland Ltd, Head of Financial Law Department, Legal counsel
Key positions of trust:
Member of the Board or Fiskars Corporation, OMX Nordic Exchange Group Oy and Finnish Literature Society; Chairman of Legal Committee and Member of the Panel on Takeovers and Mergers at the Central Chamber of Commerce of Finland
Independent member of Fortum’s Board of Directors since 2008
Birgitta Johansson-Hedberg
Born 1947, Bachelor of Art, Master of Psychology
Main occupation:
Director
Primary work experience:
President and CEO of Lantmännen
President and CEO of Foreningssparbanken
Resident Director for Scandinavia, Wolters Kluwer
Key positions of trust:
Chairman of the Board of University of Umeå, Vinnova and Vägverket Konsultråd, Vice Chairman of the Board of A-banan, Member of the Board of Botnia-banan, Sveaskog and Finansinspektionen
Independent member of Fortum’s Board of Directors since 2004
Marianne Lie
Born 1962, Law and Political Science studies at the University of Oslo (UiO)
Main occupation:
Director
Primary work experience:
Director General, Norwegian Shipowners’ Association (NSA)
Managing Director, Helsevakten Telemed AS, a company within the Umoe-Group
Managing Director, Vattenfall Norge AS
Director, Department of Information and Industrial Policy, NSA
Key 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
Key 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