Decisions by Fortum Corporation's Annual General Meeting 2023

FORTUM CORPORATION STOCK EXCHANGE RELEASE 13 APRIL 2023 AT 18:05 EEST

The Annual General Meeting of Fortum Corporation 2023 was held at Messukeskus in Helsinki, Finland today, on 13 April 2023.

The Annual General Meeting adopted the Financial Statements and the Consolidated Financial Statements for the financial period 1 January – 31 December 2022. In accordance with the proposal of the Board of Directors, the Annual General Meeting resolved that a dividend of EUR 0.91 per share will be distributed for the financial year that ended on 31 December 2022, which corresponds to EUR 816,510,663 in aggregate, and that the dividend will be paid in two instalments. The remaining part of the distributable funds will be retained in the shareholders’ equity. The first dividend instalment of EUR 0.46 per share will be paid to shareholders who on the record date of the first dividend instalment 17 April 2023 are recorded in the Company’s shareholders’ register held by Euroclear Finland Oy. The first dividend instalment will be paid to the shareholders on 24 April 2023. The second dividend instalment of EUR 0.45 per share will be paid to the shareholders who on the record date of the second dividend instalment 2 October 2023 are recorded in the Company’s shareholders’ register held by Euroclear Finland Oy. The second dividend instalment will be paid on 10 October 2023.

The Annual General Meeting resolved to discharge from liability for the financial year 2022 all the persons who had served as members of the Board of Directors and as President and CEO during the year 2022.

The Annual General Meeting resolved to reject the remuneration report for the Company’s governing bodies for 2022. The resolution made is advisory.

Board of Directors, remuneration and auditor

In accordance with the proposal of the Shareholders’ Nomination Board, the Annual General Meeting resolved that the remuneration payable to the members of the Board of Directors will remain unchanged, and remuneration to be paid for the next term will be, as follows:

The annual fee of the Chair, Deputy Chair and other members of the Board of Directors:

• for the Chair EUR 88,800 per year,
• for the Deputy Chair EUR 63,300 per year,
• for a Member EUR 43,100 per year, and
• for the Chair of the Audit and Risk Committee: EUR 63,300 per year in case he/she does not simultaneously act as Chair or Deputy Chair of the Board of Directors.

In addition to the aforementioned annual fee, fixed fees will be paid for the Committee work as follows:

• for a Member of the Audit and Risk Committee EUR 3,000 per year,
• for the Chair of the Nomination and Remuneration Committee EUR 5,000 per year,
• for a Member of the Nomination and Remuneration Committee EUR 2,000 per year,
• for the Chair of any additional Committee established by a Board decision EUR 5,000 per year, and
• for a Member of any additional Committee established by a Board decision EUR 2,000 per year.

The meeting fee payable to a Board member, also for the Committee meetings will be EUR 800 for each meeting, or EUR 1,600 in case the member travels to the meeting outside his/her country of residence. When a member participates in the meeting via remote connection, or for the decisions that are confirmed without convening a meeting, the meeting fee will be EUR 800. The travel expenses of Board members are compensated in accordance with the company’s travel policy.

The annual fee for the Board work of the Board members will be paid in company shares and in cash in such a way that approximately 40 % of the amount of the annual fee will be payable in shares acquired on behalf and in the name of the Board members, and the remainder in cash. The company will pay the costs and the transfer tax related to the purchase of the company shares.

The shares will be acquired on behalf and in the name of the Board members within two weeks following the publication of the company’s first quarter 2023 interim report. If share purchases cannot be carried out within the aforementioned schedule due to a reason related to the company or a Board member, the shares will be acquired later, or the annual fee will be paid fully in cash. The meeting fees and the fixed fees for the Committee work will be paid fully in cash.

In accordance with the Shareholders’ Nomination Board’s proposal, the Annual General Meeting resolved that the Board of Directors will consist of ten members, the Chair and the Deputy Chair included.

In accordance with the Shareholders' Nomination Board’s proposal, the Annual General Meeting resolved to elect the following persons to the Board of Directors for a term ending at the end of the Annual General Meeting 2024: Mr Mikael Silvennoinen as Chair, Ms Essimari Kairisto as Deputy Chair, and Mr Ralf Christian, Ms Luisa Delgado, Mr Jonas Gustavsson, Ms Marita Niemelä, Mr Teppo Paavola, Ms Maija Strandberg, Mr Johan Söderström and Mr Vesa-Pekka Takala as Members.

Further details of the members of the Board of Directors are available on the Company's website at www.fortum.com/governance.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to pay the auditor’s fee pursuant to an invoice approved by the Company.

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to re-elect audit firm Deloitte Oy as the Company’s auditor. Deloitte Oy has notified the Company that Jukka Vattulainen, APA, will act as the principal auditor.

Amendment of the Articles of Association of the Company

The Annual General Meeting resolved on amendments to Articles 12, 15 and 16 of the Company’s Articles of Association in accordance with the proposal of the Board of Directors. Pursuant to the amendment made to Article 12 of the Articles of Association, a notice to the General Meeting of Shareholders shall be published on the Company’s website. In addition, the Company may, subject to a decision by the Board of Directors, publish information regarding the notice convening a General Meeting of Shareholders in one or more newspapers. Furthermore, Article 15 of the Articles of Association was supplemented due to a change in the Finnish Companies Act so that a General Meeting of Shareholders may be organised without a physical venue as a remote meeting so that the shareholders can exercise their decision-making powers during the meeting in full and in real time by means of a telecommunications link and a technical instrument. Moreover, Article 16 of the Articles of Association was supplemented due to changes in legislation so that the Annual General Meeting of Shareholder shall, if necessary, resolve on the remuneration policy and on the approval of remuneration report.

Repurchase and disposal of the Company's own shares

The Annual General Meeting resolved, 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, at the same time cancelling the repurchase authorisation granted by the Company’s Annual General Meeting of 2022 as follows:

• The maximum number of own shares to be repurchased is 20,000,000 shares, which corresponds to approximately 2.23 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 also be repurchased using derivatives. Own shares can be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
• The authorisation will be effective until the next Annual General Meeting and in any event no longer than for a period of 18 months.

In addition, the Annual General Meeting resolved, 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, at the same time cancelling the disposal authorisation granted by the Company’s Annual General Meeting of 2022 as follows:

• The number of shares to be disposed based on the authorisation shall not exceed 20,000,000 shares, which corresponds to approximately 2.23 per cent of all the shares in the Company.
• 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 (directed share issue).
• The authorisation will be effective until the next Annual General Meeting and in any even no longer than for a period of 18 months.

Charitable contributions

The Annual General Meeting resolved, in accordance with the proposal of the Board of Directors, to authorise the Board of Directors to decide on contributions in the total maximum amount of EUR 500,000 for charitable or similar purposes, and in addition, in the total maximum amount of EUR 1,000,000 for incidental emergency relief or similar purposes as needed, and to decide on the recipients, purposes and other terms of the contributions.

The authorisations will be effective until the next Annual General Meeting.

Minutes of the meeting

The minutes of the Annual General Meeting will be available on the Company’s website as from 27 April 2023 at the latest.

Fortum Corporation

Ingela Ulfves, Vice President, Investor Relations and Financial Communications

Further Information:

Nora Steiner-Forsberg, General Counsel, tel. +358 50 473 5010.

Distribution:
Nasdaq Helsinki Ltd.
Key media
www.fortum.com

Fortum
Fortum is a Nordic energy company. Our purpose is to power a world where people, businesses and nature thrive together. We are one of the cleanest energy producers in Europe and our actions are guided by our ambitious environmental targets. We generate and deliver clean energy reliably and help industries to decarbonise their processes and grow. Our core operations in the Nordics comprise of efficient, CO2-free power generation as well as reliable supply of electricity and district heat to private and business customers. For our ~5 000 employees, we commit to be a safe, and inspiring workplace. Fortum's share is listed on Nasdaq Helsinki. fortum.com