Notice to the Annual General Meeting of Shareholders of Fortum Corporation 2021
FORTUM CORPORATION STOCK EXCHANGE RELEASE 29 MARCH 2021 AT 17:10 EEST
The shareholders of Fortum Corporation are invited to the Annual General Meeting to be held on Wednesday, 28 April 2021, starting at 2:00 p.m. (EEST) at the company headquarters, address Keilalahdentie 2-4, Espoo, Finland. The shareholders of the company and their proxies may only participate in the meeting and exercise shareholder rights by means of voting in advance as well as by making counterproposals and presenting questions in advance. It is not possible to attend the meeting in person. The instructions for the shareholders can be found below in Section C. Instructions for the participants of the Annual General Meeting.
The Board of Directors of the company has decided on an exceptional annual general meeting procedure on the basis of the temporary law to the Finnish limited liability companies act to limit the spread of the Covid-19 pandemic (677/2020) approved by the Finnish Parliament on 15 September 2020 and effective as of 3 October 2020. In order to limit the spreading of the COVID-19 pandemic, the company has decided to take the measures permitted by the temporary law so that the Annual General Meeting can be held in a predictable manner, taking into account the health and safety of its shareholders, the company’s staff and other stakeholder groups.
The shareholders can follow the Annual General Meeting online on the company’s website at www.fortum.com/agm. The shareholders following the AGM by these means are not considered to be participating in the meeting, which means that they do not have any shareholder rights, such as, the right to ask questions or the right to vote during the meeting.
A. Matters on the agenda
The following matters will be considered at the Annual General Meeting:
1. Opening of the meeting
2. Matters of order for the meeting
The Chair of the meeting will be attorney-at-law Manne Airaksinen. In case Manne Airaksinen is unable to act as Chair of the meeting for a weighty reason, the Board of Directors will name another person it deems the most suitable to act as Chair.
3. Election of person to confirm the minutes and to verify counting of votes
The person to confirm the minutes and to verify the counting of the votes will be Veli Siitonen. In case Veli Siitonen is unable to act as the person to confirm the minutes and to verify the counting of the votes for a weighty reason, the Board of Directors will name another person it deems the most suitable to act in that role.
4. Recording the legal convening of the meeting and quorum
5. Recording the attendance at the meeting and adoption of the list of votes
Shareholders who have voted in advance during the advance voting period and who have the right to participate in the Annual General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Finnish Limited Liability Companies Act will be recorded to have attended the Annual General Meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy.
6. Presentation of the financial statements, the consolidated financial statements, the operating and financial review and the auditor’s report for the year 2020
As participation in the Annual General Meeting can only be done in advance, the company’s financial statements, the consolidated financial statements, the operating and financial review and the auditor’s report, published by the company and made available on the company’s website at www.fortum.com/annualreport2020 on 16 March 2021, are considered to have been presented to the Annual General Meeting.
The President and CEO will present a review at the Annual General Meeting, which can be followed online on the company’s website at www.fortum.com/agm, a recording of which will also be available on the company’s website after the meeting.
7. Adoption of the financial statements and consolidated financial statements
The Board of Directors proposes that the Annual General Meeting adopt the financial statements and the consolidated financial statements. The company’s auditor has supported the adoption of the financial statements.
8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend
The distributable funds of Fortum Corporation as at 31 December 2020 amounted to EUR 4,915,857,735 including the profit of the financial period 2020 of EUR 1,678,521,550. The company’s liquidity is good and the dividend proposed by the Board of Directors will not compromise the company’s liquidity.
The Board of Directors proposes to the Annual General Meeting that a dividend of EUR 1.12 per share be paid for 2020.
Based on the number of registered shares as at 11 March 2021, the total amount of dividend would be EUR 994,889,801.The Board of Directors proposes that the remaining part of the distributable funds be retained in the shareholders’ equity. Dividend shall be paid to shareholders who on the record date of the dividend payment 30 April 2021 are recorded in the company’s shareholders’ register held by Euroclear Finland Oy. The Board of Directors proposes that the dividend be paid on 7 May 2021.
9. Resolution on the discharge from liability of the members of the Board of Directors and the President and CEO for the year 2020
10. Presentation of the remuneration report for the company’s governing bodies
As participation in the Annual General Meeting can only be done in advance, the remuneration report for the company’s governing bodies for 2020, published by the company and made available on the company’s website at www.fortum.com/annualreport2020 on 16 March 2021, and which describes the implementation of the company’s remuneration policy and provides information on the remuneration of the governing bodies during the financial year 2020, is considered to have been presented to the Annual General Meeting. The resolution of the Annual General Meeting on the approval of the remuneration report is advisory.
11. Resolution on the remuneration of the members of the Board of Directors
The Shareholder’s Nomination Board did not reach a unanimous proposal, and consequently did not make a proposal for the remuneration to be paid to the Board of Directors for their following term of office.
The Chair of the Nomination Board has informed the Nomination Board and the company that the Finnish State will propose to the 2021 Annual General Meeting that, given the prevailing exceptional circumstances, increasing the fees of the Board of Directors for the coming period is not justified.
The Finnish State will propose the following remuneration of the Board of Directors for the term 2021:
- Chair: EUR 77,200/year
- Deputy Chair: EUR 57,500/year
- Members: EUR 40,400/year
- The Chair of the Audit and Risk Committee, if he/she is not simultaneously acting as Chair or Deputy Chair of the Board of Directors: EUR 57,500/year.
For each Board and Board Committee meeting, the fee is EUR 600. For Board members resident outside Finland in Europe, the fee for each meeting is doubled and for Board members resident outside Europe, the fee for each meeting is tripled. For Board members living in Finland, the fee for each Board and Board Committee meeting is doubled for meetings held outside Finland and tripled for meetings held outside Europe. For Board and Committee meetings held as a telephone conference, the fee is paid as single to all members.
12. Resolution on the number of the members of the Board of Directors
The Shareholders’ Nomination Board proposes that the Board of Directors consist of seven (7) members, including the Chair and the Deputy Chair.
13. Election of the Chair, Deputy Chair and members of the Board of Directors
The Shareholders’ Nomination Board proposes that the following persons be elected to the Board of Directors for a term ending at the end of the Annual General Meeting 2022: Ms Essimari Kairisto, Ms Anja McAlister, Mr Teppo Paavola, Mr Veli-Matti Reinikkala, Mr Philipp Rösler and Ms Annette Stube are proposed to be re-elected as members, and Ms Luisa Delgado is proposed to be elected as new member.
Mr Veli-Matti Reinikkala is proposed to be elected as Chair and Ms Anja McAlister as Deputy Chair of the Board of Directors.
All candidates have given their consent to the election, and are independent of the company and its major shareholders.
The current board members proposed to be re-elected have been presented on Fortum Corporation's website www.fortum.com/governance, and the biographical details of the new proposed Board member at www.fortum.com/agm.
14. 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 an invoice approved by the company.
15. Election of the auditor
On the recommendation of the Audit and Risk Committee, the Board of Directors proposes that Deloitte Oy be re-elected as the auditor, and that the Annual General Meeting request the auditor to give a statement on the granting of discharge from liability to the members of the Board of Directors, the President and CEO and the possible Deputy President and CEO, and on the Board of Directors’ proposal for the distribution of funds. Deloitte Oy has notified the company that Jukka Vattulainen, APA, would be the responsible auditor.
The recommendation of the Audit and Risk Committee of the Board of Directors on the election of the auditor is available on the company’s website at www.fortum.com/agm.
16. Authorising the Board of Directors to decide on the repurchase of the company's own shares
The Board of Directors proposes that the Board of Directors be authorised to decide on the repurchase of the company's own shares as follows:
The aggregate maximum number of own shares to be repurchased would be 20,000,000 shares, which corresponds to approximately 2.25 per cent of all the shares in the company. Only the unrestricted equity of the company could be used to repurchase own shares on the basis of the authorisation.
Own shares could 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 would decide how own shares will be repurchased. Own shares could be repurchased using, inter alia, derivatives. Own shares could be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase).
The authorisation would cancel the authorisation resolved by the Annual General Meeting of 2020 to decide on the repurchase of the company’s own shares, and it would be effective until the next Annual General Meeting and in any event no longer than for a period of 18 months.
17. Authorising the Board of Directors to decide on the disposal of the company's own shares
The Board of Directors proposes that the Board of Directors be authorised to decide on the disposal of the company's own shares as follows:
The number of shares to be disposed based on the authorisation shall not exceed 20,000,000 shares, which corresponds to approximately 2.25 per cent of all the shares in the company.
The Board of Directors would decide on the conditions of the disposals, including to whom, at what price and in which manner the company's shares are disposed. The disposals could also be made in deviation from the shareholders’ pre-emptive rights (directed share issue).
The authorisation would cancel the authorisation resolved by the Annual General Meeting of 2020 to decide on the disposal of the company’s own shares, and it would be effective until the next Annual General Meeting and in any event no longer than for a period of 18 months.
18. Authorising the Board of Directors to decide on charitable contributions
The Board of Directors proposes that the Board of Directors be authorised to decide on contributions in the total maximum amount of EUR 500,000 for charitable or similar purposes, and to decide on the recipients, purposes and other terms of the contributions.
The authorisation would be effective until the next Annual General Meeting.
19. Closing of the meeting
B. Documents of the Annual General Meeting
The proposals for the decisions on the matters on the agenda listed above and this notice are available on Fortum Corporation’s website at www.fortum.com/agm. The financial statements, consolidated financial statements, operating and financial review, the auditor's report of Fortum Corporation and the remuneration report for the company’s governing bodies were published on www.fortum.com/annualreport2020 on 16 March 2021. The minutes of the Annual General Meeting will be available on www.fortum.com/agm on 12 May 2021 at the latest.
C. Instructions for the participants of the Annual General Meeting
For the purpose of limitation of the spreading of the COVID-19 pandemic, the Annual General Meeting will be organised in such a manner that the shareholders and their proxies proxy representatives cannot attend the meeting in person, nor can they participate in the meeting by means of real-time telecommunications, but it is possible to follow the meeting online at www.fortum.com/agm. The shareholders of the company and their proxies may only participate in the meeting and exercise shareholder rights by means of voting in advance as well as by making counterproposals and presenting questions in advance in accordance with the instructions provided below.
1. Shareholders registered in the shareholders’ register
Each shareholder, who on the record date of the Annual General Meeting, 16 April 2021 is registered in the shareholders’ register of the company held by Euroclear Finland Oy, 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 automatically registered in the shareholders’ register of the company. A shareholder may only participate in the Annual General Meeting by voting in advance, as described below. A shareholder may also make counterproposals and submit questions in advance, as described below. The use of proxies is described below.
2. Registration and advance voting
Registration and advance voting will begin on 7 April 2021 at 9:00 a.m. (EEST), following the deadline for the counterproposals. A shareholder who is registered in the shareholders’ register of the company and wishes to participate in the Annual General Meeting by voting in advance, shall register for the meeting and vote in advance no later than by 4:00 p.m. (EEST) on 21 April 2021. The registration and votes must have been received by the company no later than by the above-mentioned deadline.
When registering, the shareholder shall provide the information requested. Any personal data provided to Fortum Corporation or Euroclear Finland Oy by a shareholder will only be used for the purpose of the Annual General Meeting and processing of the necessary registrations related to the Annual General Meeting.
Shareholders with a Finnish book-entry account may register and vote in advance on certain items on the agenda of the Annual General Meeting from 9:00 a.m. (EEST) 7 April 2021 until 4:00 p.m. (EEST) 21 April 2021 in the following ways:
a) on the Fortum website at www.fortum.com/agm;
For natural persons, electronic advance voting requires secure strong electronic authentication and a shareholder may register and vote by logging in using his/her personal Finnish online banking codes or a mobile certificate.
For shareholders that are legal entities, electronic advance voting does not require strong electronic authentication. However, the shareholder shall provide the number of its Finnish book entry account and other information required.
The terms and other instructions related to the advance voting are available on the company’s website at www.fortum.com/agm.
b) by email or by regular mail.
A shareholder may submit the advance voting form available on the company’s website as of 7 April 2021 at the latest, or corresponding information to Euroclear Finland Oy by email to yhtiokokous@euroclear.eu, or by regular mail addressed to Euroclear Finland Oy, Yhtiökokous / Fortum Corporation, P.O. Box 1110, FI-00101 Helsinki. When submitting the advance voting form, a representative or a proxy representative of the shareholder shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting.
If a shareholder participates in the Annual General Meeting by submitting the votes in advance to Euroclear Finland Oy, submission of the votes before the end of the registration and advance voting period constitutes due registration for the Annual General Meeting, provided that they contain the above mentioned information required for the registration.
Instructions regarding the advance voting are also available on the company’s website at www.fortum.com/agm.
3. Proxy representatives and powers of attorney
A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting also by way of third-party proxy representation. A proxy representative may also participate in the meeting only by means of voting in advance, as described in this notice, or by making counterproposals and presenting questions in advance. A proxy representative shall provide a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. If a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares in different securities accounts, the shares with which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting.
The proxy documents, if any, should be submitted to Euroclear Finland Oy by email to yhtiokokous@euroclear.eu, or by regular mail addressed to Euroclear Finland Oy, Yhtiökokous / Fortum Corporation, P.O.Box 1110, FI-00101 Helsinki, no later than by the end of the registration period, by which time the proxy documents must have been received by Euroclear Finland Oy.
Submission of the proxy document and the advance votes to Euroclear Finland Oy before the end of the registration and advance voting period constitutes due registration for the Annual General Meeting, provided that they contain the information required for the registration described in Section C.2.
4. 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 Oy on the record date of the Annual General Meeting, 16 April 2021. In addition, the right to participate in the Annual General Meeting requires that the shareholder, on the basis of such shares, has been temporarily registered into the shareholders’ register held by Euroclear Finland Oy by 10:00 a.m. (EEST) on 23 April 2021 at the latest. For the 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 temporary registration in the shareholders' register of the company, 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 shall temporarily register the holder of the nominee registered shares who wishes to participate in the Annual General Meeting into the shareholders' register of the company by the time stated above at the latest, and arrange advance voting on behalf of the holder of nominee registered shares. For the sake of clarity, it is noted that holders of nominee registered shares cannot directly register for the Annual General Meeting on the company’s website, but must register via their custodian bank instead.
Additional information about changes in withholding taxation of dividends paid to holders of nominee registered shares in Finland applicable as of January 2021 can be found on the company’s website at www.fortum.com/agm.
5. Other instructions and information
Shareholders holding at least one hundredth of all the shares in the company have the right to make a counterproposal on the proposals on the agenda of the Annual General Meeting, to be placed for a vote. Such counterproposals must be submitted to the company by email to agm@fortum.com no later than by 6 April 2021 at 12 noon (EEST). In connection with submitting the counterproposal, the shareholder shall provide evidence of the shareholding. A counterproposal will be placed for a vote provided that the shareholder has the right to participate in the Annual General Meeting and the shareholder owns at least one hundredth of all the shares in the company on the record date of the Annual General Meeting. If the counterproposal is not placed for a vote, the advance votes cast in favor of the counterproposal will not be taken into account. The company will publish the counterproposals that may be voted on, if any, on the company's website at www.fortum.com/agm on 7 April 2021 at the latest.
A shareholder may submit questions referred to in Chapter 5 Section 25 of the Finnish Limited Liability Companies Act on matters to be considered at the meeting by 14 April 2021 at 4:00 p.m. (EEST) by email to agm@fortum.com, or by regular mail addressed to Fortum Corporation, Corporate Legal Affairs / AGM, P.O. Box 100, 00048 FORTUM Finland. Such questions, the company’s management’s answers to the questions, and any counterpropsals that have not been placed for a vote will be available on the company’s website at www.fortum.com/agm on 19 April 2021 at the latest. In order to submit questions and counterproposals, the shareholder shall provide adequate evidence of the shareholding.
Information on General Meetings laid down in the Finnish Limited Liability Companies Act and the Securities Markets Act is available on the company’s website at www.fortum.com/about-us/investors/corporate-governance/general-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 888,294,465.
Any changes in the ownership of shares that have occured after the record date of the Annual General Meeting do not affect the right to participate in the Annual General Meeting nor the number of votes of the shareholder at the Annual General Meeting.
In Espoo, 29 March 2021
Fortum Corporation
The Board of Directors
Further information:
Sirpa-Helena Sormunen, General Counsel, Fortum Corporation, tel. +358 10 452 5350
Distribution:
Nasdaq Helsinki
Key media
www.fortum.com
Fortum
Fortum is a European energy company with activities in more than 40 countries. We provide our customers with electricity, gas, heating and cooling as well as smart solutions to improve resource efficiency. Together with our subsidiary Uniper, we are the third largest producer of CO2-free electricity in Europe. Close to 20,000 professionals and a combined balance sheet of approximately EUR 60 billion, we have the scale, competence and resources to grow and to drive the energy transition forward. Fortum's share is listed on Nasdaq Helsinki and Uniper's share on the Frankfurt Stock Exchange. www.fortum.com
