FORTUM’S BOARD OF DIRECTORS’S PROPOSAL TO THE ANNUAL GENERAL MEETING CONCERNING CHANGES IN THE ARTICLES OF ASSOCIATION

Fortum’s Board of Directors proposes to the Annual General Meeting of Fortum Corporation following amendments to the Articles of Association concerning the Articles 2, 4, 5, 10, 12, 14 and 15, while the rest of the Articles will remain unchanged.

 

The Board of Directors proposes that Articles 2, 4, 5, 10, 12, 14 and 15 should be changed to be as follows:

 

Old:

2 § The company’s branch of industry is production, procurement, transmission, distribution and sale of electricity, heat, oil and gas, to carry on oil, energy and chemical industries and trade, merchant shipping and technical planning, as well as business operations related to the above. The company may establish and acquire subsidiary companies, affiliate companies and joint ventures to carry on the above-mentioned operations.

 

New:

2 § The company’s branch of industry is production, procurement, transmission, distribution and sale of electricity, heat, oil and gas, to carry on oil, energy and chemical industries and trade, merchant shipping and technical planning, agency of real estate management, information, financing and insurance services as well as business operations related to the above. The company may establish and acquire subsidiary companies, affiliate companies and joint ventures to carry on the above-mentioned operations.

 

Old:

4 § The shares in the company belong to the book-entry system.

The right to receive funds distributed by the company and to subscribe for shares when the share capital is increased, is limited to those:

 

1. who, on the matching, day are entered as shareholders in the Register of Shareholders;

 

2. whose right to receive a remittance is on the matching day entered both on the book-entry account of the shareholder entered in the Register of Shareholders and in the Register of Shareholders; or

 

3. if the share is nominee registered, the person on whose book-entry account the share is entered on the matching day and the custodian of whose shares is entered on the matching day in the Register of Shareholders as the custodian.

 

If the company’s Board of Directors finds that a proportion of ownership filed for entry in the Register of Shareholders exceeds the limits for ownership in the manner stated in Article 19 hereinafter, voting with the shares in excess of the limit is not permissible at the General meeting of shareholders. By a decision of the Board of Directors the exceeding shares are entered in a list of shares with limited voting rights, until it emerges that the right of redemption defined in Article 30 is not used or until the Board of Directors finds that consent of the other shareholders is given. This list shall be kept in connection with the Register of Shareholders.

 

As long as a share is entered in the list of shares with limited voting rights, the company shall deposit dividends, which have fallen due on the shares entered in the list, for safekeeping with that County Government whose area of jurisdiction includes the city of Helsinki.

 

New:

4 § The shares in the company belong to the book-entry system.

The right to receive funds distributed by the company and to subscribe for shares when the share capital is increased, is limited to those:

 

1. who, on the matching, day are entered as shareholders in the Register of Shareholders;

 

2. whose right to receive a remittance is on the matching day entered both on the book-entry account of the shareholder entered in the Register of Shareholders and in the Register of Shareholders; or

 

3. if the share is nominee registered, the person on whose book-entry account the share is entered on the matching day and the custodian of whose shares is entered on the matching day in the Register of Shareholders as the custodian.

 

If the company’s Board of Directors finds that a proportion of ownership filed for entry in the Register of Shareholders exceeds the limits for ownership in the manner stated in Article 19 hereinafter, voting with the shares in excess of the limit is not permissible at the General meeting of shareholders. By a decision of the Board of Directors the exceeding shares are entered in a list of shares with limited voting rights, until it emerges that the right of redemption defined in Article 30 is not used or until the Board of Directors finds that consent of the other shareholders is given. This list shall be kept in connection with the Register of Shareholders.

 

As long as a share is entered in the list of shares with limited voting rights, the company shall deposit dividends, which have fallen due on the shares entered in the list, for safekeeping with that County Government whose area of jurisdiction includes the city of Espoo.

 

Old:

5 § Company affairs are managed by a Supervisory Board, a Board of Directors and a President acting as Chief Executive Officer. One or more Deputy Presidents may also be appointed for the company, one of which may be appointed as First Deputy President.

 

New:

5 § Company affairs are managed by a Supervisory Board, a Board of Directors and a President. One or more Executive Vice Presidents may also be appointed for the company, one of which may be appointed as Deputy to President.

 

Old:

10 § The function of the President acting as Chief Executive Officer is to manage company business operations in compliance with the Companies Act and with instructions given by the Board of Directors.

 

New:

10 § The function of the President is to manage company business operations in compliance with the Companies Act and with instructions given by the Board of Directors.

 

Old:

12 § The company’s financial year is the calendar year. The first financial year of the company ends on 31 December 1998.

 

New:

12 § The company’s financial year is the calendar year.

 

Old:

14 § A notice convening the General meeting of shareholders is issued by the Supervisory Board or the Board of Directors. The notice convening a General meeting of shareholders shall be delivered no more than two months and no less than twelve days before the General meeting of shareholders by publishing the notice in two newspapers chosen by the Board of Directors.

 

New:

14 § A notice convening the General meeting of shareholders is issued by the Supervisory Board or the Board of Directors. The notice convening a General meeting of shareholders shall be delivered no more than two months and no less than seventeen days before the General meeting of shareholders by publishing the notice in two newspapers chosen by the Board of Directors.

 

Old:

15 § To be entitled to take part in the General meeting of shareholders, the shareholder shall report to the company by that day at the latest which is mentioned in the notice convening the meeting and which may be no more than five days before the meeting. Since the shares of the company belong to the book-entry system, the provisions of the Companies Act concerning the right to take part in the General meeting of shareholders shall also be taken into account.

 

New:

15 § To be entitled to take part in the General meeting of shareholders, the shareholder shall report to the company by that day at the latest which is mentioned in the notice convening the meeting and which may be no more than ten days before the meeting. Since the shares of the company belong to the book-entry system, the provisions of the Companies Act concerning the right to take part in the General meeting of shareholders shall also be taken into account.

 

 

Fortum Corporation

 

 

Carola Teir-Lehtinen

Corporate Executive Vice President, Communications

 

Distribution:

Helsinki Exchanges

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