Notice to the Annual General Meeting of Shareholders of Fortum Corporation
The shareholders of Fortum Corporation are invited to the Annual General Meeting to be held on Tuesday, 9 April 2013, starting at 2.00 pm EEST at Finlandia Hall, address Mannerheimintie 13 e, Helsinki, Finland. Entrance Mannerheimintie door M4 and Karamzininkatu door K4. The reception of shareholders who have registered for the meeting will commence at 1.00 pm EEST.
A. Matters on the agenda of the general meeting
At the general meeting, the following matters will be considered:
1. Opening of the meeting
2. Calling the meeting to order
3. Election of persons to scrutinise the minutes and to supervise the counting of votes
4. Recording the legality of the meeting
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 the year 2012
7. Adoption of the financial statements and consolidated financial statements
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 1.00 per share be paid based on the adopted balance sheet for the financial year that ended on 31 December 2012. The dividend shall be paid to the shareholders who on the record date of the dividend payment, 12 April 2013, are recorded in the shareholder register held by Euroclear Finland Ltd. The Board of Directors proposes that the dividend be paid on 19 April 2013.
9. Resolution on the discharge from liability of the members of the Board of Directors and the Managing Director
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 from 2012 and are 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. For each meeting of the Board of Directors a fee of EUR 600 is proposed, which will be paid also for the meetings of the committees. For Board members living outside Finland in Europe, the fee for each meeting is proposed to be doubled and for a Board member living outside Europe, the fee for each meeting is proposed to be tripled. Travel expenses of the members of the Board of Directors shall be compensated for in accordance with the company’s travel policy.
11. Resolution on the number of members of the Board of Directors
12. Election of the chairman, deputy chairman and members of the Board of Directors
The Shareholders’ Nomination Board proposes that Sari Baldauf be re-elected as chairman and Christian Ramm-Schmidt as deputy chairman, and that members Minoo Akhtarzand, Heinz-Werner Binzel, Ilona Ervasti-Vaintola, Kim Ignatius and Joshua Larson be re-elected.
13. Resolution on the remuneration of the auditor
14. Election of auditor
On the recommendation of the Audit and Risk Committee, the Board of Directors proposes that Deloitte & Touche Ltd, chartered public accountants, is 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 distribution of funds.
15. Establishing of Shareholders' Nomination Board
The Board of Directors proposes that the General Meeting would resolve to establish a permanent Shareholders’ Nomination Board. The purpose and task of the Nomination Board is to prepare and present to the Annual General Meeting, and, if necessary, to an Extraordinary General Meeting, a proposal on the remuneration of the members of the Board of Directors, a proposal on the number of the members of the Board of Directors and a proposal on the members of the Board of Directors. In addition, the task of the Nomination Board is to seek candidates as potential board members.
The Nomination Board shall consist of four (4) members, three of which shall be appointed by the Company’s three largest shareholders, who shall appoint one member each. The Chairman of the Company’s Board of Directors shall serve as the fourth member.
The Company’s largest shareholders entitled to appoint members to the Nomination Board shall be determined on the basis of the registered holdings in the Company’s shareholder register held by Euroclear Finland Ltd as of the first working day in September in the year concerned. The Chairman of the Board of Directors shall request each of the three largest shareholders to appoint one member to the Nomination Board. In the event that a shareholder does not wish to exercise his or her right to appoint a representative, it shall pass to the next-largest shareholder who would not otherwise be entitled to appoint a member to the Nomination Board.
The Chairman of the Board of Directors shall convene the first meeting of the Nomination Board. The Nomination Board shall elect a Chairman from among its members and the Nomination Board’s Chairman shall be responsible for convening subsequent meetings. When the Nomination Board has been appointed, the Company will publish the composition by a release.
The Nomination Board is established to exist and serve until the General Meeting of the Company decides otherwise. The members shall be nominated annually and their term of office shall end when new members are nominated to replace them.
The Nomination Board shall forward its proposals for the Annual General Meeting to the Company’s Board of Directors by 31 January each year. Proposals intended for an Extraordinary General Meeting shall be forwarded to the Company’s Board of Directors in time for them to be included in the notice to the General Meeting.
16. Closing of the meeting
B. Documents of the 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 only online; no later than 19 March 2013. The proposals for decisions to the general meeting and the other above-mentioned documents are also available at the meeting.
C. Instructions for the participants in the general meeting
1. Shareholders registered in the shareholder register
Each shareholder who is registered on 26 March 2013 in the shareholder register of the company held by Euroclear Finland Ltd has the right to participate in the general meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholder register of the company.
A shareholder who is registered in the company’s shareholder register and who wants to participate in the general meeting shall register for the meeting no later than by 4.00 pm EEST on 4 April 2013 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 4 February 2013:
a) on Fortum’s website www.fortum.com/agm
b) by phone +358 (0) 10 452 9460 (on working days from 8.00 am EEST to 6.00 pm EEST)
c) by fax +358 (0) 10 262 2727 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 general meeting by virtue of such shares, based on which he/she, on the record date of the general meeting, 26 March 2013, would be entitled to be registered in the shareholder register of the company held by Euroclear Finland Ltd. The right to participate in the general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholder register held by Euroclear Finland Ltd at the latest by 10.00 am EEST (Finnish time) on 4 April 2013. For nominee registered shares, this constitutes due registration for the general meeting.
A holder of nominee registered shares is advised to request well in advance the necessary instructions regarding the temporary registration in the shareholder register, the issuing of proxy documents and registration for the 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 general meeting, into the temporary shareholder 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 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 general meeting. When a shareholder participates in the 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 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 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 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 going via Mannerheimintie. Shareholders arriving by car may park in Q-Park Finlandia (chargeable) with direct underground passage from the car park to Finlandia Hall.
In Espoo, 30 January 2013
The Board of Directors
Harri Pynnä, General Counsel, Fortum Corporation, tel. +358 50 45 24825
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