Fortum Corporation's Annual General Meeting, which was held in Helsinki on 31
March 2011, adopted the financial statements of the parent company and the
Group for 2010, discharged Fortum's Supervisory Board, Board of Directors and
the President and CEO from liability for 2010. The Annual General Meeting
decided to pay a dividend of EUR 1.00 per share for 2010. The record date for
dividend payment is 5 April 2011 and the dividend payment date is 12 April
Supervisory Board, Board of Directors and Auditor
The number of members in the Board of Directors was confirmed to be seven. The
following persons were re-elected to the Board of Directors: Sari Baldauf,
Christian Ramm-Schmidt, Esko Aho, Ilona Ervasti-Vaintola and Joshua Larson.
Minoo Akhtarzand and Heinz-Werner Binzel were elected as new members to the
Board of Directors. Sari Baldauf was elected as the Chairman and Christian
Ramm-Schmidt as the Deputy Chairman of the Board of Directors. The Board of
Directors was elected until the end of the following Annual General Meeting.
CVs of the members of the Board of Directors are attached to this release
The Annual General Meeting confirmed the following remuneration for Board
Chairman EUR 66,000/year
Deputy Chairman EUR 49,200/year
Member EUR 35,400/year
In addition, a EUR 600 fee is paid for Board meetings as well as for committee
meetings. The meeting fee is doubled for Board members who live outside Finland
in Europe and tripled for members living elsewhere outside Finland. Travel
expenses of the members of the Board of Directors is compensated for in
accordance with the company's travel policy.
Authorised Public Accountant Deloitte & Touche Oy was re-elected as auditor.
The Annual General Meeting decided to pay to the auditor according to the
invoice accepted by the company.
The State of Finland's and the Finnish Shareholders' Association's
(Osakesäästäjien keskusliitto) proposal to dissolve the Supervisory Board and
to amend the Articles of Association accordingly was approved in the Annual
General Meeting. Changes to the Articles of Association are attached to this
release (APPENDIX 2).
The number of members in the Supervisory Board was confirmed to be ten. The
following members were re-elected to the Supervisory Board for a term of office
ending when the appropriate amendments to the company's Articles of Association
have been registered: Mr. Markku Laukkanen, Ms. Sanna Perkiö, Mr. Martti
Alakoski, Ms. Tarja Filatov, Mr. Sampsa Kataja, Mr. Kimmo Kiljunen, Ms. Katri
Komi, Mr. Panu Laturi, Mr. Juha Mieto and Ms. Helena Pesola. Mr. Markku
Laukkanen continues as Chairman and Ms. Sanna Perkiö as Vice Chairman. No
remuneration will be paid to the Chairman, Vice Chairman, or other members of
the Supervisory Board for the period between the Annual General Meeting and the
registration of the relevant amendments to the company's Articles of
Shareholders' Nomination Board
The Annual General Meeting resolved to appoint a Shareholders' Nomination Board
to prepare proposals concerning Board members and their remuneration for the
following Annual General Meeting. The Nomination Board will consist of the
representatives of the three main shareholders and, in addition, as expert
member the Chairman of the Board of Directors. The three shareholders whose
shares represent the largest number of the votes of all shares in the company
on the 1st day of November preceding the Annual General Meeting will have the
right to appoint the members representing the shareholders. Should a
shareholder not wish to use its right to nominate, this right will be passed on
to the next biggest shareholder. The largest shareholders will be determined on
the basis of the ownership information registered in the book-entry system. In
case an owner is required under the Securities Markets Act to report certain
changes in ownership (when flagging by shareholder is required), for example
when the ownership is distributed among various funds, the ownership will be
counted as one holding if the owner so requests of the Board of Directors in
writing no later than on 28 October 2011.
The Nomination Board will be convened by the Chairman of the Board of
Directors, and the Board will choose a Chairman from among its own members.
The Nomination Board shall give its proposal to the Board of Directors of the
company at the latest by 1 February preceding the Annual General Meeting.
Executive Vice President, Corporate Relations and Sustainability
Harri Pynnä, General Counsel, Fortum Corporation, tel. +358 50 45 24825
NASDAQ OMX Helsinki