Decisions by Fortum Corporation's Annual General Meeting 2014
FORTUM CORPORATION STOCK EXCHANGE RELEASE 8 April 2014 at 18:00 EEST
Fortum Corporation’s Annual General Meeting was held in Helsinki on 8 April 2014. The Annual General Meeting adopted the financial statements of the parent company and the consolidated financial statements for the financial period 1 January - 31 December 2013.
In accordance with the proposal of the Board of Directors, the Annual General Meeting decided to pay a dividend of EUR 1.10 per share for the financial period which ended 31 December 2013 and that the remaining part of the profit shown on the balance sheet shall be retained in the company's unrestricted equity. The dividend shall be paid to the shareholders who on the record date of the dividend payment 11 April 2014 are recorded in the company's shareholders' register held by Euroclear Finland Ltd. The dividend payment date is 22 April 2014.
The Annual General meeting discharged from liability the members of the Fortum Board of Directors, the President and CEO and his deputy for the year 2013.
Board of Directors, remunerations and auditor
The Annual General Meeting confirmed the following remuneration for Board service in accordance with the Nomination Board's proposal:
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 EUR 600 fee is paid for Board meetings as well as for committee meetings. The meeting fee is doubled for Board members who live outside Finland in Europe and tripled for Board members living outside Europe.
In accordance with the Nomination Board's proposal, the number of members in the Board of Directors was confirmed to be eight.
In accordance with the 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 the Chairman, Mr Kim Ignatius as the Deputy Chairman, and Ms Minoo Akhtarzand, Mr Heinz-Werner Binzel, Ms Ilona Ervasti-Vaintola, Mr Christian Ramm-Schmidt, Mr Petteri Taalas and Mr Jyrki Talvitie as members.
Further details of the members of the Board of Directors are attached to this release (Appendix 1).
As proposed by the Board of Directors, the Annual General Meeting decided 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 elect Authorised Public Accountant Deloitte & Touche Ltd as auditor. Deloitte & Touche Ltd has notified the company that Authorised Public Accountant Jukka Vattulainen will act as the principal auditor.
Amendment of the Articles of Association
The Annual General Meeting resolved to amend the following sections of the Company's Articles of Association in accordance with the proposal of the Board of Directors:
• In accordance with the stand of the Ownership Steering of the Finnish State, the age limit of Board member elects is removed from § 6.
• A possibility to deliver the notice to a General Meeting by publishing the notice in the company’s website is added to § 12.
• Certain linguistic and technical amendments are made to § 3 and 4, i.a. by removing the par value of shares referred to in the Finnish Companies Act.
Further details on the amendment of the Articles of Association are available on the company's website in www.fortum.com/agm.
Minutes of the meeting
The minutes of the annual general meeting will be available on the company’s website as from 22 April 2014, at the latest.
Senior Vice President, Corporate Communications
Helena Aatinen, SVP, Corporate Communications, tel. +358 10 45 20480
Pauliina Vuosio, VP, Financial Communications, tel. +358 50 453 2383
Members of the Board of Directors
Fortum’s purpose is to create energy that improves life for present and future generations. Catering to the versatile needs of our customers, we generate, distribute and sell electricity and heat, and offer related expert services. Our operations focus on the Nordic and Baltic countries, Russia and Poland. In 2013, Fortum’s sales totalled EUR 6.1 billion and comparable operating profit was EUR 1.6 billion. We employ approximately 9,500 people. Fortum’s shares are traded on the NASDAQ OMX Helsinki.
Further information: www.fortum.com