Dividend confirmed to be EUR 0.18 per share. Changes in Supervisory Board, Mr. Ilkka-Christian Björklund will continue as a chairman. Changes in auditors. Merger of Länsivoima Oyj with Fortum Corporation was accepted. Amendments to the Articles of Association, the change of share capital into Euros and related fund issue, and changes to the bond loan with warrants and stock option scheme were accepted.
Fortum Corporation’s Annual General Meeting, held in Espoo on 17 April 2000, adopted the income statement and balance sheet of the parent company and the Group, discharged Fortum’s Supervisory Board, Board of Directors and the President and CEO from liability for 1999, and decided to pay a dividend of EUR 0.18 per share, or a total of EUR 141,260,874.30, and to set aside a sum of EUR 300,000 for the purposes of public utility. The rest of the distributable equity will be carried over to retained earnings.
The record date for dividend payments is 20 April and the dividend will be paid on 2 May 2000.
The following persons were re-elected to the Supervisory Board: Ilkka-Christian Björklund, Tuija Brax, Kaarina Dromberg, Klaus Hellberg, Ville Itälä, Kari Laitinen, Jouko K. Leskinen, Leena Luhtanen, Pekka Tuomisto, Matti Vanhanen and Ben Zyskowicz. The new members elected were Henrik Aminoff, Harri Holkeri, Mikko Immonen, Kyösti Karjula, Tanja Karpela and Sirkka Vilkamo.
The former Chairman of the Supervisory Board, Ilkka-Christian Björklund, was re-elected to this position, and Ben Zyskowicz will continue as Deputy Chairman.
Authorised Public Accountant SVH PricewaterhouseCoopers Oy was elected as an auditor.
The merger of Länsivoima Oyj with Fortum Corporation was approved in the way proposed by Fortum’s Board of Directors. The merger is planned to become effective on 30 September 2000.
The Annual General Meeting made decisions on the following issues according to the proposal of the Board of Directors:
- Amendments to the Articles of Association; the domicile of the company, minimum and maximum share capital and the par value of the share, the term of office of Board members, and the stipulation concerning Finnish marks in the redemption clause.
- The change of share capital into Euros and increase in the share capital through a fund issue.
- Changes in the management stock option scheme and the bond loan with warrants to employees, following the change of share capital into Euros.
Amendments to the Articles of Association
The Annual General Meeting decided to amend sections 1, 3, 8 and 22 of the Articles of Association as follows, while the other sections remain unchanged:
1 § The company’s business name is Fortum Oyj, in Swedish Fortum Abp, and in English Fortum Corporation, and its domicile is Espoo.
3 § The company’s minimum capital is EUR 2,000,000,000 and its maximum capital is EUR 8,000,000,000, within which limits the share capital may be increased or decreased without amending the Articles of Association.
The par value of each share is EUR 3.40. Each share entitles to one vote.
8 § The Board of Directors has no less than five (5) and no more than seven (7) members elected by the Supervisory Board.
The term of office of a Board member is one calendar year. A person aged 65 or over cannot be elected to the Board of Directors.
The Board of Directors meets when a meeting is convened by the chairman or, if he/she is prevented, when convened by the vice chairman.
The Board of Directors constitutes a quorum when more than one-half of its members are present. The decision of the Board of Directors shall be the opinion supported by more than one-half of the members present or, if votes are equal, the opinion supported by the chairman.
22 § The redemption price of shares is the highest one of the following:
1) the weighted mean rate of share trading rates over the last ten stock exchange days on the Helsinki Exchanges before the day on which the company received from the shareholder obliged to redeem a notification that the said limit for shareholding or votes had been reached or exceeded or, in the absence of such notification or if it fails to arrive within the prescribed time, before the day on which the company’s Board of Directors came to know about it otherwise, or if there is no trading, the last preceding trading rate;
2) the mean price of shares in the deals closed through the Helsinki Exchanges over the last 12 months before the day defined above in item 1);
3) that highest single price which the shareholder obliged to redeem has paid for a share he/she has purchased or acquired otherwise for a consideration of the last 12 months before the day defined above in item 1);
4) if the shareholder obliged to redeem fails within the stipulated time to give the notification referred to in Article 23, the highest single price which the shareholder obliged to redeem has paid for a share he/she has purchased or acquired otherwise for a consideration within a period of time calculated as having begun 12 months before the arising of the redemption obligation and as having ended on the day defined above in item 1).
If an acquisition affecting the mean price is denominated in any other currency than Euro, its corresponding value in Euros shall be calculated in accordance with the average rate confirmed by the European Central Bank for the currency in question seven days before the day when the Board of Directors notifies the shareholders about the possibility to redeem shares or, if there is no such rate, the nearest corresponding rate chosen by the Board of Directors.
What was said above about setting the redemption price of shares shall in applicable parts also apply to other securities coming up for redemption, such as subscription rights independent of shares, convertible bonds, bonds with warrants, warrants and capital loans, in so far as a right to subscribe for shares is associated with them. Should such a security lack a stock price as referred to in this Article, the price of redemption shall be calculated as though the right of subscription going with the security had arisen at the moment when the redemption obligation arose. If a right of subscription attached to a security is determined by the stock rate, the price referred to above in item 2) of paragraph 2 shall be used.
The change of share capital into Euros and increase in the share capital through a bonus issue.
The Annual General Meeting decided that Fortum’s share capital will be changed into Euros and increased through a fund issue by a total of EUR 28,441,676.93 up to EUR 2,668,260,959.00 by transferring the amount corresponding to the increase from the additional paid-in capital to the share capital. The par value of each share is increased from EUR 3.36376 to EUR 3.40. No new shares will be issued in the fund issue, and the number of Fortum’s shares will not be changed.
Changes in the management stock option scheme and the bond loan with warrants to employees following the change of share capital into Euros.
Management stock option scheme
The Annual General Meeting decided that the terms of the management stock option scheme decided on the basis of the authorisation given by the extraordinary meeting of shareholders held on 17 November 1998 will be changed as follows, on the basis of the change of share capital into Euros.
Section II 1. of the terms will be changed as follows:
Each warrant entitles the holder to subscribe for 1,000 Fortum Corporation shares of the par value of EUR 3.40. Following these subscriptions, Fortum Corporation’s share capital may increase by a minimum of 1,000 shares, or EUR 3,400, and by a maximum of 15,000,000 shares, or EUR 51,000,000.
The last sentence in the first paragraph of section II 3. of the terms will be changed as follows:
The subscription price of the share is rounded to the nearest cent.
It is confirmed that the change into Euros and the fund issue do not result in any changes in the number of shares to be subscribed or in the terms of subscription, and the relative position of the holders of warrants shall be unchanged.
Bond loan with warrants to employees
The Annual General Meeting decided that the terms of the bond loan with warrants to employees, granted on the basis of the authorisation given by the extraordinary meeting of shareholders held on 8 September 1998, will be amended as follows, as a result of the change of the share capital into Euros:
The first paragraph of section II of the terms will be amended as follows:
Each warrant entitles the holder to subscribe for one Fortum Corporation’s share of the par value of EUR 3.40. Following these subscriptions, Fortum Corporation’s share capital may increase by a maximum of 7,500,000 shares, or EUR 25,500,000.
It is confirmed that the change into Euros and the fund issue do not result in any changes in the subscription price, the number of shares to be subscribed or in the terms of subscription, and the relative position of the holders of warrants shall be unchanged.
The minutes of the Annual General Meeting can be seen by the shareholders at Fortum Corporation’s head office, address: Keilaniementie 1, FIN-02150 Espoo, as of 2 May 2000.
Corporate Executive Vice President, Communications