Fortum Corporation Stock Exchange Release 16 March 2006
FORTUM'S ANNUAL GENERAL MEETING APPROVED THE AUTHORISATION TO REPURCHASE FORTUM
Fortum Corporation's Annual General Meeting, which was held in Helsinki on 16
March 2006, adopted the income statement and balance sheet of the parent company
and the Group for 2005, discharged Fortum's Supervisory Board, Board of
Directors and the President and CEO from liability for 2005, and decided to pay a dividend
of EUR 1.12 per share for 2005, in total EUR 987 million. The rest of the
distributable equity will be carried over to retained earnings. The record date
for dividend payment is 21 March 2006. The dividend payment date is 28 March
The number of members of Fortum's Supervisory Board was confirmed to be 11. The
following persons were re-elected to the Supervisory Board: Members of
Parliament Lasse Hautala, Rakel Hiltunen, Mikko Immonen, Timo Kalli, Kimmo Kiljunen, Jari
Koskinen, Ben Zyskowicz, second vice chairman of the City Counsil Martti
Alakoski, Industrial Counsellor Kimmo Kalela. Member of Parliament Sirpa Paatero
was elected as a new member. Timo Kalli was elected as Chairman and Rakel
Hiltunen as Deputy Chairman of the Supervisory Board. The Supervisory Board was
elected until the end of the following Annual General Meeting.
The Annual General Meeting confirmed the following remunerations for Supervisory
Chairman EUR 1,000/month
Deputy Chairman EUR 1,000/month
Members EUR 500/month
Meeting fee EUR 200/meeting
In addition the members are entitled to travel expense compensation in
with the company's travel rules.
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: Peter Fagernäs
(Chairman), Birgitta Kantola (Deputy Chairman), Birgitta Johansson-Hedberg,
Lehti and Marianne Lie. Esko Aho and Christian Ramm-Schmidt were elected as new
members. The Board of Directors was elected until the end of the following
Annual General Meeting.
The Annual General Meeting confirmed the following remuneration for Board
Chairman EUR 55,000 /year
Deputy Chairman EUR 42,000/year
Members EUR 30,000/year
Meeting fee EUR 500/meeting
In addition a meeting fee of EUR 500 is paid for the Board Committee meetings.
The members are entitled to travel expense compensation in accordance with the
company's travel rules.
Authorised Public Accountant Deloitte & Touche Oy was elected as auditor, with
CGR Mikael Paul having the principal responsibility.
The Annual General Meeting authorised the Board of Directors to decide on
repurchasing the company's own shares by using funds available for distribution
of profit. The authorisation is valid for one year from the date of the decision
of the Annual General Meeting.
The maximum amount of shares to be repurchased is 35 million. In addition, the
amount of funds used for the repurchases may not exceed EUR 500 million.
The maximum amount of shares to be repurchased corresponds to approximately four
per cent of the share capital of the company and the total voting rights. The
shares will be repurchased through public trading of the securities on the
Helsinki Stock Exchange at the market price of the shares at the time of the
repurchase. The repurchases shall be carried out and settled according to the
Rules of the Helsinki Stock Exchange and the Rules of the Finnish Central
Shares repurchased by the company shall be cancelled either by decreasing the
share capital through a decision made by a General Meeting of Shareholders or
without decreasing the share capital through a decision of the Board of
Directors, provided that under the new Companies Act proposed to enter into
force in September 2006, the Board of Directors is entitled to cancellation.
The repurchase of the shares will reduce the company's distributable retained
earnings but will not have a material impact on the division of the ownership of
the shares and the voting rights.
The shares will be repurchased in order to develop the capital structure of the
company. This is the first step in a planned share repurchase programme
targeting at repurchasing Fortum shares by using funds in the maximum amount of EUR 1000
million during the next three years.
The Annual General Meeting resolved to appoint a Nomination Committee to prepare
proposals concerning Board members and their emoluments for the following Annual
General Meeting. The Nomination Committee will consist of the Chairman of the
Board of Directors, acting as an expert member, and the representatives of the
three main shareholders. The three shareholders whose share of the total votes
of all the shares of the company is largest 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 the case of an owner required by the
Securities Markets Act to report certain changes in ownership (flagging by
shareholder required), ownership distributed among various funds, for example,
will be counted as one holding, should the owner inform the Board in writing of
this request no later than on 31 October 2006.
The Nomination Committee will be convened by the Chairman of the Board of
Directors, and the Committee will choose a chairman from among its own members.
The Committee shall give its proposal to the Board of Directors of the company
at the latest by the 1st of February preceding the Annual General Meeting.
The proposal by the shareholder George Jauhiainen to dissolve the Supervisory
Board was not accepted.
Senior Vice President, Corporate Communications
Helsinki Stock Exchange
Members of the Board of Directors
Esko Aho, born 1954, Master of Political Sciences. Esko Aho's career within
Finnish society is long and impressive.
Aho was elected Member of Parliament in 1993, and he was the leader of the
Centre Party of Finland during 1990-2002. His career as an MP included being part of
several important committees as well as in the Finnish delegations to the Nordic
and European Councils. Aho was Finland's Prime Minister during 1991-1995. After
running for president in 2000, Aho lectured at Harvard University for a year.
When his parliamentary duties were concluded, he became a private consulting
entrepreneur. He was elected President of The Finnish National Fund for Research
and Development (Sitra) on July 1st, 2004. New Board Member.
Fagernäs, Peter, born 1952, L.L.M., Chairman of the Board of Oy Hermitage Ab and
Managing Partner of Hermitage & Co. Ltd. Former Chairman of Pohjola Group plc
(2001-2003). He is a member of the Board of Finnlines Plc. Chairman of the Board
of Directors since 2004.
Johansson-Hedberg, Birgitta, born 1947. Bachelor of Arts, Master of Psychology.
President and CEO of Lantmännen. Former President and CEO of Foreningssparbanken
and Resident Director for Scandinavia in the Dutch listed company Wolters
Kluwer. She is a member of the Boards of Skandia, Sveaskog and Oriflame and the Chairman
of University of Umeå. She is also a member of Aktiemarknadsnämnden. Board
Member since 2004.
Kantola, Birgitta, born 1948, Master of Laws. Former Executive Vice President
(Finance) of the Nordic Investment Bank (1991-1995) and Vice President and CFO
of the International Finance Corporation, Washington D.C. (1995-2000). Currently
she is a Director of Vasakronan AB, Akademiska Hus AB, Nordea Bank AB and Varma
Mutual Pension Insurance Company. Board Member since 2001.
Lehti, Matti, born 1947, Ph.D. (Econ.), President and CEO, Member of Board of
Directors, TietoEnator Corporation, former President and CEO and Member of Board
of Directors of Tietotehdas Oy and Tieto Group and Deputy Managing Director of
Rautakirja Oy. Chancellor of Helsinki School of Economics, Chairman of Board of
Directors, Foundation for Economic Education, Vice Chairman of Board of
Directors, Helsinki School of Economics Foundation, as well as member of Board
of Directors in Jaakko Pöyry Group and in Confederation of Finnish Industries EK.
Board Member since 2005.
Lie, Marianne, born 1962, Director General, Norwegian Shipowners' Association.
She has previously worked as Managing Director of Vattenfall Norge AS, Managing
Director of Helsevekten Telemed AS and Director of Department of Information and
Industrial Policy of Norwegian Shipowners' Association. Member of Board of
Directors in several Norwegian companies. Board Member since 2005.
Christian Ramm-Schmidt, born 1946, B.Sc. (Econ.)
Since the beginning of the 70's, Christian Ramm-Schmidt has held marketing and
executive positions both within international and Finnish corporations. He
gained his versatile experience at Rank-Xerox Oy, Reader's Digest Oy and Servi Systems
Oy, among others. In 1994, he became the President of Fazer Keksit Oy, Fazer
Suklaa Oy, and finally his areas of responsibility were extended to include
Fazer's international candy sector. In 1997 he became the President of Baltic
Beverages Holding AB (BBH), which has become the leading brewery business in
Russia, the Ukraine, the Baltic countries and Kazakhstan, as well as one of the
world's leading brewery corporations. Mr. Ramm-Schmidt has held many board
positions, including seats in three listed companies. New Board Member.