Notice to the Annual General Meeting of Shareholders of Fortum Corporation 2014
FORTUM CORPORATION STOCK EXCHANGE RELEASE, 4 February 2014 at 9.00 EET
The shareholders of Fortum Corporation are invited to the Annual General Meeting to be held on Tuesday, 8 April 2014, starting at 14:00 EET at the main auditorium of Finlandia Hall, address Mannerheimintie 13 e, Helsinki, Finland (entrance from Mannerheimintie door M4 and Karamzininkatu door K4). The reception of shareholders who have registered for the meeting will commence at 13:00 EET.
A. Matters on the agenda
At the Annual General Meeting, the following matters will be considered:
1. Opening of the meeting
2. Matters of order for the meeting
3. Election of persons to confirm the minutes and to verify counting of votes
4. Recording the legal convening of the meeting and quorum
5. Recording the attendance at the meeting and adoption of the list of votes
6. Presentation of the financial statements, the consolidated financial statements, the operating and financial review and the auditor’s report for 2013
• Review by the President and CEO
7. Adoption of the financial statements and consolidated financial statements for 2013
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
• The Board of Directors proposes that a dividend of EUR 1.10 per share be paid based on the adopted balance sheet for the financial year that ended on 31 December 2013 and the remaining part of the profit shown on the balance sheet 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 Board of Directors proposes that the dividend be paid on 22 April 2014.
9. Resolution on the discharge from liability of the members of the Board of Directors, the President and CEO and the deputy President and CEO
10. Resolution on the remuneration of the members of the Board of Directors
• The Shareholders’ Nomination Board proposes that the fees to be paid to the members of the Board of Directors remain unchanged compared to 2013 and are for 2014 as follows: for the chairman, EUR 75,000 per year; for the deputy chairman, EUR 57,000 per year; and for each member, EUR 40,000 per year, as well as for 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. In addition, for each Board and Board Committee meeting a fee of EUR 600 is proposed. For Board members living outside Finland in Europe, the fee for each meeting is proposed to be doubled and for Board members living outside Europe, the fee for each meeting is proposed to be tripled.
11. Resolution on the number of members of the Board of Directors
• The Shareholders’ Nomination Board proposes that the Board of Directors consist of eight (8) members.
12. Election of the chairman, deputy chairman and members of the Board of Directors
• The Shareholders’ Nomination Board proposes that the following persons be elected to the Board of Directors: Ms Sari Baldauf (as chairman), Mr Kim Ignatius (as deputy chairman), Ms Minoo Akhtarzand, Mr Heinz-Werner Binzel, Ms Ilona Ervasti-Vaintola and Mr Christian Ramm-Schmidt as well as new members Mr Petteri Taalas and Mr Jyrki Talvitie.
Biographical details of the new proposed Board members are available on Fortum Corporation’s website at www.fortum.com/agm.
13. Resolution on the remuneration of the auditor
• On the recommendation of the Audit and Risk Committee, the Board of Directors proposes that the auditor’s fee be paid pursuant to invoice approved by the company.
14. Election of auditor
• On the recommendation of the Audit and Risk Committee, the Board of Directors proposes that Deloitte & Touche Ltd, Authorised Public Accountants, be re-elected as the auditor, and that the general meeting request the auditor to give a statement on the adoption of the financial statements, the granting of discharge from liability and the Board of Directors’ proposal for the distribution of funds. Deloitte & Touche Ltd has notified the company that Jukka Vattulainen, APA, will be the responsible auditor.
15. Amendment of the Articles of Association
• The Board of Directors proposes that the Articles of Association are amended as follows:
o In accordance with the stand of the Ownership Steering of the Finnish State, the age limit of Board member elects be removed from § 6.
o A possibility to deliver the notice to a General Meeting by publishing the notice in the company’s website be added to § 12.
o Certain linguistic and technical amendments be made to § 3 and 4, i.a. by removing the par value of shares referred to in the Finnish Companies Act.
16. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda as well as this notice are available on Fortum Corporation’s website (www.fortum.com/agm). Fortum Corporation publishes its financial statements, consolidated financial statements, operating and financial review and auditor's report at www.fortum.com/agm no later than 18 March 2014. The proposals for decisions and the other above-mentioned documents are also available at the meeting.
C. Instructions for the participants in the Annual General Meeting
1. Shareholders registered in the shareholders’ register
Each shareholder who is registered on 27 March 2014 in the shareholders’ register of the company held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the company.
A shareholder who is registered in the company’s shareholders’ register and who wants to participate in the Annual General Meeting shall register for the meeting no later than by 16:00 EET on 3 April 2014 by giving a prior notice of registration, which shall be received by the company no later than on the above-mentioned date. Registration can be done as of 6 February 2014:
a) on Fortum’s website www.fortum.com/agm
b) by phone +358 (0) 10 452 9460 (on working days from 8:00 EET to 18:00 EET)
c) by fax +358 (0) 10 452 9319 or
d) by letter to Fortum Corporation, Corporate Legal Affairs/AGM, P.O. Box 1, 00048 FORTUM, Finland.
In connection with the registration, the shareholder shall notify his/her name, address, telephone number and the name of a possible assistant. In case the shareholder uses the possibility to register via the website, he/she shall provide the identification information required by the service.
The shareholder, his/her representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.
2. Holders of nominee registered shares
A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd on 27 March 2014. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders’ register held by Euroclear Finland Ltd at the latest by 10:00 EET on 3 April 2014. For nominee registered shares, this constitutes due registration for the Annual General Meeting.
A holder of nominee registered shares is advised to request well in advance the necessary instructions regarding the registration in the temporary shareholders' register, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organisation of the custodian bank has to register a holder of the nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders' register of the company at the latest by the time stated above.
Further information on these matters can also be found on the company’s website www.fortum.com/agm.
3. Proxy representative and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
Proxy documents should be delivered in originals to Fortum Corporation, Corporate Legal Affairs/AGM, P.O. Box 1, 00048 FORTUM, Finland before the last date and time for registration.
4. Other instructions and information
Pursuant to Chapter 5, Section 25 of the Companies Act, a shareholder who is present at the Annual General Meeting has the right to request information with respect to the matters to be considered at the meeting.
On the date of this notice to the Annual General Meeting the total number of shares in Fortum Corporation, and votes represented by such shares, is 888,367,045.
Finlandia Hall can be reached by tram (numbers 4, 7 and 10; the stop at the National Museum of Finland) and bus lines driving along Mannerheimintie. Shareholders arriving by car may park at their own cost in Q-Park Finlandia with direct underground passage to Finlandia Hall.
In Espoo, 3 February 2014
Fortum Corporation
The Board of Directors
Further information:
Kaarina Ståhlberg, General Counsel, Fortum Corporation, Tel. +358 10 452 5350
Distribution:
NASDAQ OMX Helsinki
Key media
www.fortum.com